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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Pre-Effective Amendment No. 3

REGISTRATION STATEMENT

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Build-A-Bear Workshop, Inc.

Delaware		5945		43-1883836
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1954 Innerbelt Business Center Drive

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Maxine Clark

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Copies to:

James H. Erlinger III, Esq. R. Randall Wang, Esq. Bryan Cave LLP One Metropolitan Square 211 North Broadway, Suite 3600 St. Louis, Missouri 63102-2750 (314) 259-2000 (314) 259-2020 (fax)		Rohan S. Weerasinghe, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 (212) 848-4000 (212) 848-7179 (fax)

      Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this registration statement.

      If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     o

      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                               

      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                               

      If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                               

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

      The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting any offer to buy these securities in any state where the offer SUBJECT TO COMPLETION, DATED                 , 2004 or sale is not permitted.                                              Shares Common Stock Build-A-Bear Workshop, Inc. is offering                   shares of common stock and the selling stockholders are offering                   shares of our common stock. We will not receive any of the proceeds from the sale of the shares by the selling stockholders. No public market currently exists for our common stock. We expect the public offering price to be between $          and $           per share.           We intend to apply to have our common stock approved for listing on the New York Stock Exchange under the symbol “BBW.”           The underwriters have a 30-day option to purchase a maximum of                     additional shares of common stock from certain selling stockholders to cover over-allotments of shares. Investing in our common stock involves risks. See “Risk Factors” beginning on page 9. Underwriting Proceeds to Proceeds Discounts and Build-A-Bear to Selling Price to Public Commissions Workshop Stockholders Per Share $ $ $ $ Total $ $ $ $           Delivery of the shares of common stock will be made on or about                     , 2004.           Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.              Credit Suisse First Boston Citigroup              JPMorgan   A.G. Edwards Thomas Weisel Partners LLC The date of this prospectus is                     , 2004.

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		Page
PROSPECTUS SUMMARY			1
RISK FACTORS			7
FORWARD-LOOKING STATEMENTS			18
USE OF PROCEEDS			19
DIVIDEND POLICY			19
CAPITALIZATION			20
DILUTION			21
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA			22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			25
BUSINESS			40
MANAGEMENT			58
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			70
PRINCIPAL AND SELLING STOCKHOLDERS			74
DESCRIPTION OF CAPITAL STOCK			78
SHARES ELIGIBLE FOR FUTURE SALE			83
UNDERWRITING			85
NOTICE TO CANADIAN RESIDENTS			88
LEGAL MATTERS			89
EXPERTS			89
CHANGE OF INDEPENDENT PUBLIC ACCOUNTANTS			89
WHERE YOU CAN FIND MORE INFORMATION			89
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1
Specimen Stock Certificate
Form of Incentive Stock Option Agreement
Fomr of Nonqualified Stock Option Agreement
Form of Manager-Level Incentive Stock Option Agreement
Form of Nonqualified Stock Option Agreement
2004 Stock Incentive Plan
Form of Incentive Stock Option Agreement
Form of Director Nonqualified Stock Option Agreement
Standard Form Industrial Building Lease
Consent of KPMG LLP

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      You should rely only on the information contained in this prospectus or to which we have referred you. We have not, and the underwriters have not, authorized anyone else to provide you with different or additional information. This prospectus may only be used where it is legal to sell these securities. This prospectus is not an offer to sell or a solicitation of an offer to buy securities in any circumstances in which the offer or solicitation is unlawful. The information in this prospectus may only be accurate on the date of this prospectus and is subject to change after such date.

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Dealer Prospectus Delivery Obligation

      Until                     , 2004 (the 25th day after commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

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RISK FACTORS

      You should carefully consider each of the following risks, as well as all of the other information contained in this prospectus, before deciding to invest in our common stock. If any of these risks occurs, our business may be adversely affected, the trading price of our common stock could decline, and you may lose part or all of your investment.

Risks Related to Our Business

If we are not able to maintain our current comparable store sales growth, our results of operations could be adversely affected.

      Our comparable store sales for the first half of fiscal 2004 increased 13.8%. However, our comparable store sales declined 6.7%, 9.7% and 15.9% in fiscal 2001, 2002 and 2003, respectively. Historically, a majority of our stores have generated a high level of sales immediately after opening, followed by a decline in the following year. For the 87 stores that had been open at least a full 24 months as of July 3, 2004, average net retail sales per store declined by $0.2 million in the second twelve months of operation compared to the first twelve months. We believe the principal factors that will affect comparable store results are the following:

	•	the continuing appeal of our concept;
	•	the effectiveness of our marketing efforts to attract new and repeat guests;
	•	consumer confidence and general economic conditions;
	•	our ability to anticipate and to respond, in a timely manner, to consumer trends;
	•	the impact of new stores that we open in existing markets;
	•	mall traffic;
	•	competition;
	•	the timing and frequency of national media appearances and other public relations events; and
	•	weather conditions.

      As a result of these and other factors, we may not be able to maintain comparable stores sales growth in the future. If we are unable to maintain comparable store sales growth our results of operations could be significantly harmed.

Our future growth and profitability could be adversely affected if our marketing initiatives are not effective in generating sufficient levels of brand awareness and guest traffic.

      During late fiscal 2003, we developed and tested a new targeted, integrated, multi-media marketing program that included television advertising and online components and which was designed to increase brand awareness and drive store traffic. We introduced this program nationwide in February 2004. Although we believe this program has been a significant reason for our increase in comparable store sales in the first half of fiscal 2004, we cannot assure you that it will continue to be successful. Our future growth and profitability will depend in large part upon the effectiveness and efficiency of this marketing program and future marketing efforts that we undertake, including our ability to:

	•	create greater awareness of our brand, interactive shopping experience and products;
	•	identify the most effective and efficient level of spending in each market;
	•	determine the appropriate creative message and media mix for marketing expenditures;
	•	effectively manage marketing costs (including creative and media) in order to maintain acceptable operating margins and return on marketing investment;

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	•	select the right markets in which to market; and
	•	convert consumer awareness into actual store visits and product purchases.

      Our planned marketing expenditures may not result in increased total or comparable store sales or generate sufficient levels of product and brand name awareness. We may not be able to manage our marketing expenditures on a cost-effective basis.

Our growth strategy requires us to open a significant number of new stores in the United States and Canada each year. If we are not able to open new stores or to effectively manage this growth, it could adversely affect our ability to grow and could significantly harm our profitability.

      Our growth will largely depend on our ability to open and operate new stores successfully in the United States and Canada. We opened 37 stores in fiscal 2002 and 43 stores in fiscal 2003. In fiscal 2004, we plan to open a total of 21 new stores in the United States and Canada and anticipate further store openings in subsequent years. Our ability to identify and open new stores in desirable locations and operate such new stores profitably is a key factor in our ability to grow successfully. We cannot assure you as to when or whether desirable locations will become available, the number of Build-A-Bear Workshop stores that we can or will ultimately open, or whether any such new stores can be profitably operated. We have not always succeeded in identifying desirable locations or in operating our stores successfully in those locations. For example, as of July 3, 2004, we have closed two stores and have determined that one of our other stores will be closed. We cannot assure you that we will not have other stores in the future that we may have to close. Our ability to open new stores and to manage our growth also depends on our ability to:

	•	negotiate acceptable lease terms, including desired tenant improvement allowances;
	•	finance the preopening costs, capital expenditures and working capital requirements of the stores;
	•	manage inventory to meet the needs of new and existing stores on a timely basis;
	•	hire, train and retain qualified store personnel;
	•	develop cooperative relationships with our landlords; and
	•	successfully integrate new stores into our existing operations.

Increased demands on our operational, managerial and administrative resources could cause us to operate our business less effectively, which in turn could cause deterioration in our profitability.

If we are not able to franchise new stores outside of the United States and Canada, if we are unable to effectively manage our international franchises or if the laws relating to our international franchises change, our growth and profitability could be adversely affected and we could be exposed to additional liability.

      In 2003, we began to expand the Build-A-Bear Workshop brand outside of the United States, opening our own stores in Canada and our first franchised location in the United Kingdom. We intend to continue expanding outside of the United States and Canada through franchising in several countries over the next several years. As of July 3, 2004, there were five Build-A-Bear Workshop franchised stores located in the United Kingdom, Japan, South Korea and Denmark. We have limited experience in franchising, and we cannot assure you that our franchisees will be successful in operating their stores or that we will be successful in maintaining and implementing our international franchising strategy. These markets frequently have different demographic characteristics, competitive conditions, consumer tastes and discretionary spending patterns than our existing United States and Canadian markets, which may cause these stores to be less successful than those in our existing markets. Additionally, our franchisees may experience merchandising and distribution challenges that are different from those we currently encounter in our existing markets. The operations and results of our franchisees could be negatively impacted by the

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      The success of our franchising strategy will depend upon our ability to attract qualified franchisees with sufficient financial resources to develop and grow the franchise operation and upon the ability of those franchisees to develop and operate their franchised stores. Franchisees may not operate stores in a manner consistent with our standards and requirements, may not hire and train qualified managers and other store personnel and may not operate their stores profitably. As a result, our franchising strategy may not be profitable to us and, moreover, our image and reputation may suffer. For example, the operations of our franchisee in South Korea have performed below expectations and we are negotiating to transfer the franchise to another party. Furthermore, even if our international franchising strategy is successful, the interests of franchisees might sometimes conflict with our interests. For example, whereas franchisees are concerned with their individual business strategies and objectives, we are responsible for ensuring the success of the Build-A-Bear Workshop brand and all of our stores.

      The laws of the various foreign countries in which our franchisees operate govern our relationships with our franchisees. These laws, and any new laws that may be enacted, may detrimentally affect the rights and obligations between us and our franchisees and could expose us to additional liability.

If we are unable to generate interest in and demand for our interactive retail experience, including being able to identify and respond to consumer preferences in a timely manner our financial condition and profitability could be adversely affected.

      We believe that our success depends in large part upon our ability to continue to attract guests with our interactive shopping experience and our ability to anticipate, gauge and respond in a timely manner to changing consumer preferences and fashion trends. We cannot assure you that our past success will be sustained or there will continue to be a demand for our “make your own stuffed animal” interactive experience, or for our stuffed animals, animal apparel and accessories. A decline in demand for our interactive shopping experience, our animals, animal apparel or accessories, or a misjudgment of consumer preferences or fashion trends, could have a negative impact on our business, financial condition and results of operations. In addition, if we miscalculate the market for our merchandise or the purchasing preferences of our guests, we may be required to sell a significant amount of our inventory at discounted prices or even below costs, thereby adversely affecting our financial condition and profitability.

A decrease in the customer traffic generated by the shopping malls in which we are located, which we depend upon to attract guests to our stores, could adversely affect our financial condition and profitability.

      While we invest heavily in integrated marketing efforts and believe we are more of a destination location than traditional retailers, we rely to a great extent on customer traffic in the malls in which our stores are located. In order to generate guest traffic, we generally attempt to locate our stores in prominent locations within high traffic shopping malls. We rely on the ability of the malls’ anchor tenants, generally large department stores, and on the continuing popularity of malls as shopping destinations. We cannot control the development of new shopping malls, the addition or loss of anchors and co-tenants, the availability or cost of appropriate locations within existing or new shopping malls or the desirability, safety or success of shopping malls. If we are unable to generate sufficient guest traffic, our sales and results of operations would be harmed. A significant decrease in shopping mall traffic could have a material adverse effect on our financial condition and profitability.

A decline in general economic conditions could lead to reduced consumer demand for our products and have an adverse affect on our liquidity and profitability.

      Since purchases of our merchandise are dependent upon discretionary spending by our guests, our financial performance is sensitive to changes in overall economic conditions that affect consumer spending. Consumer spending habits are affected by, among other things, prevailing economic conditions, levels of employment, salaries and wage rates, consumer confidence and consumer perception of economic

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Our market share may be adversely impacted at any time by a significant number of competitors.

      We operate in a highly competitive environment characterized by low barriers to entry. We compete against a diverse group of competitors. Because we are mall-based, we see our competition as those mall-based retailers that compete for prime mall locations, including various apparel, footwear and specialty retailers. We also compete with toy retailers, such as Wal-Mart, Toys “R” Us, Kmart and Target and other discount chains, as well as with a number of manufacturers that sell plush toys in the United States and Canada, including, but not limited to, Ty, Fisher Price, Mattel, Russ Berrie, Applause, Boyd’s, Hasbro, Commonwealth, Gund and Vermont Teddy Bear. Since we offer our guests an experience as well as merchandise, we also view our competition as any company that competes for our guests’ time and entertainment dollars, such as movie theaters, restaurants, amusement parks and arcades. In addition, there are several small companies that operate “create your own” teddy bear and stuffed animal experiences in retail stores and kiosks. Although we believe that currently none of these companies offers the breadth and depth of the Build-A-Bear Workshop products and experience, we cannot assure you that they will not compete directly with us in the future.

      Many of our competitors have longer operating histories, significantly greater financial, marketing and other resources, and greater name recognition. We cannot assure you that we will be able to compete successfully with them in the future, particularly in geographic locations that represent new markets for us. If we fail to compete successfully, our market share and results of operations could be materially and adversely affected.

We may not be able to operate successfully if we lose key personnel, are unable to hire qualified additional personnel, or experience turnover of our management team.

      The success of our business depends upon our senior management closely supervising all aspects of our business, in particular the operation of our stores and the design, procurement and allocation of our merchandise. Also, because guest service is a defining feature of the Build-A-Bear Workshop corporate culture, we must be able to hire and train qualified managers and Bear Builder associates to succeed. The loss of certain key employees, including Maxine Clark, our founder and Chief Executive Bear, Barry Erdos, our President and Chief Operating Officer Bear, or other members of our senior management, our inability to attract and retain other qualified key employees or a labor shortage that reduces the pool of qualified store associates could have a material adverse effect on our business, financial condition and results of operations. We generally do not maintain key person insurance with respect to our executives, management or other personnel, except for limited coverage of our Chief Executive Bear which we do not believe would be sufficient to completely protect us against losses we may suffer if her services were to become unavailable to us in the future.

We rely on two vendors to supply substantially all of our merchandise, and any disruption in their ability to deliver merchandise could harm our ability to source products and supply inventory to our stores.

      We do not own or operate any manufacturing facilities. We purchased approximately 80% of our merchandise in fiscal 2001, approximately 74% in fiscal 2002, and approximately 76% in fiscal 2003, from two vendors. These vendors in turn contract for our orders with multiple factories for the production of merchandise. Our relationships with our vendors generally are on a purchase order basis and do not provide a contractual obligation to provide adequate supply, quality or acceptable pricing on a long-term basis. Our vendors could discontinue sourcing merchandise for us at any time. If one or both of our significant vendors were to discontinue their relationship with us, or if the factories with which they

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Our merchandise is manufactured by foreign manufacturers; therefore the availability and costs of our products may be negatively affected by risks associated with international manufacturing and trade.

      We purchase our merchandise from domestic vendors who contract with manufacturers in foreign countries, primarily in China. Any event causing a disruption of imports, including the imposition of import restrictions or labor strikes or lock-outs, could adversely affect our business. For example, in fiscal 2002, we experienced disruption to our import of merchandise as well as increased shipping costs associated with a dock-worker labor dispute. The flow of merchandise from our vendors could also be adversely affected by financial or political instability in any of the countries in which the goods we purchase are manufactured, especially China, if the instability affects the production or export of merchandise from those countries. New outbreaks of highly infectious epidemics in Asia, or elsewhere, such as SARS and avian influenza, or Asian bird flu, and concerns over its spread could have a negative impact on commerce and general economic conditions in Asia and could result in quarantines or closures of our suppliers’ facilities in Asia, including China, and adversely impact our ability to purchase goods from our suppliers. Trade restrictions in the form of tariffs or quotas, or both, applicable to the products we sell could also affect the importation of those products and could increase the cost and reduce the supply of products available to us. In addition, decreases in the value of the U.S. dollar against foreign currencies could increase the cost of products we purchase from overseas vendors.

We rely on third parties to manage the warehousing and distribution aspects of our business. If these third parties do not adequately perform these functions, our business would be disrupted.

      The efficient operation of our stores is dependent on our ability to distribute merchandise to locations throughout the United States in a timely manner. We depend on third party distribution centers in St. Louis, Missouri, Los Angeles, California and Toronto, Canada to receive and warehouse substantially all of our merchandise and supplies. We rely on additional third parties to ship all of our merchandise and supplies from the distribution centers to our stores. Events such as fires, tornadoes, earthquakes or other catastrophic events, malfunctions of our third party distributors’ distribution information systems, shipping problems or termination of our distribution agreements by such distributors would result in delays or disruptions in the timely distribution of merchandise to our stores, which could have a material adverse effect on our business, financial condition and results of operations.

Fluctuations in our quarterly results of operations could cause the price of our common stock to substantially decline.

      Retailers generally are subject to fluctuations in quarterly results. Our operating results for one period may not be indicative of results for other periods, and may fluctuate significantly due to a variety of factors, including:

	•	the timing of new store openings and related expenses;
	•	the profitability of our stores;
	•	increases or decreases in comparable store sales;
	•	the timing and frequency of our marketing initiatives;
	•	changes in general economic conditions and consumer spending patterns;
	•	changes in consumer preferences;
	•	the effectiveness of our inventory management;

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	•	actions of competitors or mall anchors and co-tenants;
	•	seasonal shopping patterns, including whether the Easter holiday occurs in the first or second quarter and other vacation schedules;
	•	the timing and frequency of national media appearances and other public relations events; and
	•	weather conditions.

      If our future quarterly results fluctuate significantly or fail to meet the expectations of research analysts, then the market price of our common stock could decline substantially.

Our failure to renew, register or otherwise protect our trademarks could have a negative impact on the value of our brand names and our ability to use those names in certain geographical areas.

      We believe our copyrights, service marks, trademarks, trade secrets, patents and similar intellectual property are critical to our success. We rely on trademark, copyright and other intellectual property laws to protect our proprietary rights. We also depend on trade secret protection through confidentiality and license agreements with our employees, subsidiaries, licensees, licensors and others. We may not have agreements containing adequate protective provisions in every case, and the contractual provisions that are in place may not provide us with adequate protection in all circumstances. The unauthorized reproduction or other misappropriation of our intellectual property could diminish the value of our brand, competitive advantages or goodwill and result in decreased revenues.

      Despite our efforts to protect our intellectual property rights, intellectual property laws afford us only limited protection. A third party could copy or otherwise obtain information from us without authorization. Accordingly, we may not be able to prevent misappropriation of our intellectual property or to deter others from developing similar products or services. Further, monitoring the unauthorized use of our intellectual property is difficult. Litigation has been and may continue to be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type has resulted in and could result in further substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of operations. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States.

We may have disputes with, or be sued by, third parties for infringement or misappropriation of their proprietary rights, which could have a negative impact on our business.

      Other parties have asserted in the past, and may assert in the future, trademark, patent, copyright or other intellectual property rights that are important to our business. We cannot assure you that others will not seek to block the use of or seek monetary damages or other remedies for the prior use of our brand names or other intellectual property or the sale of our products or services as a violation of their trademark, patent or other proprietary rights. Defending any claims, even claims without merit, could be time-consuming, result in costly settlements, litigation or restrictions on our business and damage our reputation.

      In addition, there may be prior registrations or use of intellectual property in the U.S. or foreign countries for similar or competing marks or other proprietary rights of which we are not aware. In all such countries it may be possible for any third party owner of a national trademark registration or other proprietary right to enjoin or limit our expansion into those countries or to seek damages for our use of such intellectual property in such countries. In the event a claim against us were successful and we could not obtain a license to the relevant intellectual property or redesign or rename our products or operations to avoid infringement, our business, financial condition or results of operations could be harmed. Securing registrations does not fully insulate us against intellectual property claims, as another party may have rights superior to our registration or our registration may be vulnerable to attack on various grounds.

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If we are unable to renew or replace our store leases or enter into leases for new stores on favorable terms, or if we violate any of the terms of our current leases, our growth and profitability could be harmed.

      We lease all of our store locations. The majority of our store leases contain provisions for base rent plus percentage rent based on sales in excess of an agreed upon minimum annual sales level. A number of our leases include a termination provision which applies if we do not meet certain sales levels during a specified period, typically in the third to fourth year of the lease. In addition, most of our leases will expire within the next ten years and generally do not contain options to renew. Furthermore, some of these leases contain various restrictions relating to change of control of our company. Our leases also subject us to risks relating to compliance with changing mall rules and the exercise of discretion by our landlords on various matters within the malls. In addition, the lease for our store in the Downtown Disney® District at the Disneyland® Resort in Anaheim, California provides that the landlord may terminate the lease at any time, subject to the payment of an early termination fee. As a result, we cannot assure you that the landlord will not exercise its right to terminate this lease.

We depend heavily on our communications and information systems, which are vulnerable to systems failures.

      Our business is highly dependent on communications and information systems. Any failure or interruption of our systems, including those associated with new systems implementations or system upgrades, could significantly harm our business, including our sales, distribution, purchasing, inventory control, merchandising and financial controls. We cannot assure you that we will not suffer any of these systems failures or interruptions from power or telecommunication failures, natural disasters or otherwise, or that our back-up procedures and capabilities in the event of any such failure or interruption will be adequate.

Terrorism and the uncertainty of future terrorist attacks or war could reduce consumer confidence and mall traffic which could adversely affect our operating results.

      Terrorist acts or acts of war may cause damage or disruption to our facilities, information systems, vendors, employees and guests, which could significantly harm our revenues and results of operations. In the future, fears of war or additional acts of terrorism, including alerts specifically listing malls as potential terrorist targets, may have a negative effect on mall traffic, consumer confidence or consumer discretionary spending patterns, as well as have an adverse effect on the economy in general. This impact may be particularly harmful to our business because we rely heavily on mall traffic, discretionary consumer spending and consumer confidence levels.

We are subject to potential challenges relating to overtime pay and other regulations that impact our employees, which could adversely affect our business.

      Various labor laws, including federal, state and Canadian laws, govern our relationship with our employees and affect our operating costs. These laws include minimum wage requirements, overtime pay, unemployment tax rates, workers’ compensation rates, citizenship requirements and sales taxes. A determination that we do not comply with these laws could harm our profitability or business reputation. In particular, as a retailer, we may be subject to challenges regarding the application of overtime and related pay regulations to our employees which could result in additional expense and liability. Additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence or mandated health benefits could also materially adversely affect us.

We may suffer negative publicity or be sued if the manufacturers of our merchandise violate labor laws or engage in practices that our guests believe are unethical, or if our products are recalled or cause injuries.

      We rely on our sourcing personnel to select manufacturers with legal and ethical labor practices, but we cannot control the business and labor practices of our manufacturers. If one of these manufacturers violates labor laws or other applicable regulations or is accused of violating these laws and regulations, or if

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      Many of our products are used by small children and infants who may be injured from usage. We may decide or be required to recall products or be subject to claims or lawsuits resulting from injuries. For example, in January 2003, we voluntarily recalled a product due to a possible safety issue, for which a vendor reimbursed us for certain related expenses. Negative publicity in the event of any recall or if any children are injured from our products could have a material adverse effect on sales of our products and our business, and related recalls or lawsuits with respect to such injuries could have a material adverse effect on our financial position. Although we currently have liability insurance, we cannot assure you that it would cover product recalls and we face the risk that claims or liabilities will exceed our insurance coverage. Furthermore, we may not be able to maintain adequate liability insurance in the future.

Portions of our business are subject to privacy and security risks. If we improperly obtain, or are unable to protect, information from our guests, we could be subject to liability and damage to our reputation.

      In addition to serving as an online sales portal, our website, www.buildabear.com, features children’s games, e-cards and printable party invitations and thank-you notes, and provides an opportunity for children under the age of 13 to sign up, with the consent of their parent or guardian, to receive our online newsletter. We currently obtain and retain personal information about our website users. In addition, we obtain personal information about our guests as part of their registration in our Find-A-Bear identification system. Federal, state and foreign governments have enacted or may enact laws or regulations regarding the collection and use of personal information, with particular emphasis on the collection of information regarding minors. Such regulations include or may include requirements that companies establish procedures to:

	•	give adequate notice regarding information collection and disclosure practices;
	•	allow consumers to have personal information deleted from a company’s database;
	•	provide consumers with access to their personal information and the ability to rectify inaccurate information;
	•	obtain express parental consent prior to collecting and using personal information from children; and
	•	comply with the Federal Children’s Online Privacy Protection Act.

      Such regulation may also include enforcement and redress provisions. While we have implemented programs and procedures designed to protect the privacy of people, including children, from whom we collect information, and our website is designed to be fully compliant with the Federal Children’s Online Privacy Protection Act, there can be no assurance that such programs will conform to all applicable laws or regulations.

      We have a stringent privacy policy covering the information we collect from our guests and have established security features to protect our guest database and website. However, our security measures may not prevent security breaches. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches. If third persons were able to penetrate our network security and gain access to, or otherwise misappropriate, our guests’ personal information, it could harm our reputation and, therefore, our business and we could be subject to liability. Such liability could include claims for misuse of personal information or unauthorized use of credit cards. These claims could result in litigation, our involvement in which, regardless of the outcome, could require us to expend significant financial resources. In addition, because our guest database primarily includes personal information of young children and young children frequently interact with our website, we are potentially vulnerable to charges from parents, children’s organizations, governmental entities, and the media of engaging in inappropriate collection of data from children. Such charges could adversely impact guest relationships and ultimately cause a decrease in net sales and also expose us to litigation and possible liability.

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Risks Related to Owning Our Common Stock

If an active trading market for our common stock does not develop, the value and liquidity of your investment in our common stock could be adversely affected.

      Prior to this offering, there has been no public market for our common stock. We expect that our common stock will be listed on the New York Stock Exchange; however, we cannot assure you that an active trading market will develop for our common stock. The initial public offering price of the common stock will be determined by negotiations among us, the selling stockholders and the underwriters based on numerous factors that we discuss in the “Underwriting” section of this prospectus. This price may not be indicative of the market price for our common stock after this initial public offering.

The market price of our common stock may be materially adversely affected by market volatility which could result in costly and time-consuming securities litigation.

      The market price of our common stock could be subject to significant fluctuations after this offering, and may decline below the initial public offering price. You may not be able to resell your shares at or above the initial public offering price. Among the factors that could affect our stock price are:

	•	actual or anticipated variations in comparable store sales or operating results;
	•	changes in financial estimates by research analysts;
	•	actual or anticipated changes in economic, political or market conditions, such as recessions or international currency fluctuations;
	•	changes in the retailing environment;
	•	changes in the market valuations of other specialty retail companies; and
	•	announcements by us or our competitors of significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives.

      The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may adversely affect the trading price of our common stock.

      In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and a diversion of management attention and resources, which would significantly harm our profitability and reputation.

Our principal stockholders will continue to own a large percentage of our voting stock after this offering, which will allow them to control substantially all matters requiring stockholder approval.

      Upon completion of this offering, our executive officers, directors and principal stockholders and their affiliates will own approximately      % of our outstanding common stock, or      % if the underwriters exercise their over-allotment option in full. If these stockholders act together, they would be able to elect our board of directors and control all other matters requiring approval by stockholders, including the approval of mergers, going private transactions and other extraordinary transactions, as well as the terms of any of these transactions. This concentration of ownership could have the effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could in turn have an adverse effect on the market price of our common stock or prevent our stockholders from realizing a premium over the then-prevailing market price for their shares of common stock.

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The public sale of our common stock by existing stockholders could adversely affect the price of our common stock.

      The market price of our common stock could decline as a result of sales by our existing stockholders after this offering or the perception that these sales will occur. These sales also might make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

      Upon completion of this offering, we will have a total of                     fully diluted shares of common stock outstanding, including shares underlying currently outstanding options. Of these                      shares,                      shares were not sold in this offering and are “restricted securities,” which means the holder acquired these securities from us or an affiliate in a transaction that did not involve a public offering. These shares may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 of the Securities Act. At this time, following the lapse of contractual restrictions imposed by the underwriters, all restricted securities, whether or not held by our affiliates, will be eligible to be sold, subject to certain volume and other limitations under Rule 144 under the Securities Act. Shares sold in the offering to our affiliates will also be subject to Rule 144 of the Securities Act. In addition, beginning six months after completion of this offering, the holders of approximately                      shares of our common stock have the right to require us to register the sale of their shares of our common stock under the Securities Act.

Purchasers of our common stock in this offering will be subject to immediate substantial dilution and may be subject to additional dilution in the future.

      The assumed initial public offering price of $           per share is substantially higher than the net tangible book value per share of our outstanding common stock both before the offering, $           per share, and after the offering, $           per share. As a result, purchasers of our common stock in this offering will incur immediate, substantial dilution in the amount of $           per share based on the assumed initial public offering price. In the past we have granted options to our key employees to purchase our common stock, and we expect to continue to grant a substantial number of options in the future. These grants of options or other issuances could also result in dilution to stockholders. In addition, if we issue preferred stock, the rights of the holders of common stock will be subject to, and may be harmed by, the rights of the holders of any preferred stock. See “Dilution.”

Our certificate of incorporation and bylaws and Delaware law contain provisions that may prevent or frustrate attempts to replace or remove our current management by our stockholders, even if such replacement or removal may be in our stockholders’ best interests.

      Our basic corporate documents and Delaware law contain provisions that might enable our management to resist a takeover. These provisions:

	•	restrict various types of business combinations with significant stockholders;
	•	provide for a classified board of directors;
	•	limit the right of stockholders to remove directors or change the size of the board of directors;
	•	limit the right of stockholders to fill vacancies on the board of directors;
	•	limit the right of stockholders to act by written consent and to call a special meeting of stockholders or propose other actions;
	•	require a higher percentage of stockholders than would otherwise be required to amend, alter, change or repeal our bylaws and certain provisions of our certificate of incorporation; and
	•	authorize the issuance of preferred stock with any voting rights, dividend rights, conversion privileges, redemption rights and liquidation rights and other rights, preferences, privileges, powers, qualifications, limitations or restrictions as may be specified by our board of directors.

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      These provisions may:

	•	discourage, delay or prevent a change in the control of our company or a change in our management, even if such change may be in the best interests of our stockholders;
	•	adversely affect the voting power of holders of common stock; and
	•	limit the price that investors might be willing to pay in the future for shares of our common stock.

Management will have significant discretion over the use of proceeds from this offering and may use the proceeds in a manner which is different from their current intent.

      While we intend to use the net proceeds of the offering to fund the opening of new stores and working capital and for general corporate purposes, we will have broad discretion to adjust the application and allocation of the net proceeds in order to address changed circumstances and opportunities. The success of our operations that are influenced by working capital allocations will be substantially dependent upon the discretion and judgment of our management with respect to the application and allocation of the net proceeds.

We do not anticipate paying cash dividends, and accordingly stockholders must rely on stock appreciation for any return on their investment in us.

      We paid a special $10.0 million cash dividend to our stockholders in August 2004. We anticipate that we will retain our earnings for future growth and therefore do not anticipate paying cash dividends in the future. As a result, only appreciation of the price of the common stock will provide a return to investors in this offering. Investors seeking cash dividends should not invest in our common stock.

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FORWARD-LOOKING STATEMENTS

      This prospectus contains certain statements that are, or may be considered to be, “forward-looking statements” for the purpose of federal securities laws, including, but not limited to, statements that reflect our current views with respect to future events and financial performance. We generally identify these statements by words or phrases such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “future,” “potential” or “continue,” the negative or any derivative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include, among other things, projections or statements regarding:

	•	our future financial performance;
	•	our anticipated operating and growth strategies;
	•	our anticipated rate of store openings;
	•	our anticipated store opening costs; and
	•	our future capital expenditures.

      These statements are only predictions based on our current expectations and projections about future events. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by these forward-looking statements, including those factors discussed under the caption entitled “Risk Factors” as well as other places in this prospectus.

      We operate in a competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all the risk factors, nor can it assess the impact of all the risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements, which speak only as of the date of this prospectus, as a prediction of actual results.

      You should read this prospectus completely and with the understanding that our actual results may be materially different from what we expect. Except as required by law, we undertake no duty to update these forward-looking statements, even though our situation may change in the future. We qualify all of our forward-looking statements by these cautionary statements.

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USE OF PROCEEDS

      We estimate that we will receive net proceeds from this offering of approximately $           million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. For the purpose of estimating net proceeds, we are assuming that the public offering price will be $           per share. We will not receive any proceeds from the sale of shares by the selling stockholders, nor will we receive any proceeds from the sale of additional shares relating to the underwriters’ over-allotment option, if exercised.

      The principal purpose of this offering is to establish a public market for our common stock. We expect to use approximately $14 to $17 million of the net proceeds of this offering to fund the opening of new stores and the remodeling of existing stores and the balance of the net proceeds for working capital and general corporate purposes.

      We will retain broad discretion over the allocation of the net proceeds of this offering. Pending the uses listed above, we intend to invest the net proceeds of this offering in short-term, interest-bearing, investment-grade securities. We cannot predict whether the proceeds invested will yield a favorable return.

DIVIDEND POLICY

      We paid a special $10.0 million cash dividend to our stockholders in August 2004. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business, and we do not expect to pay cash dividends in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects and other factors that the board of directors may deem relevant. Additionally, under our credit agreement, we are prohibited from declaring dividends without the prior consent of our lender, subject to certain exceptions, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

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CAPITALIZATION

      The following table sets forth our capitalization as of July 3, 2004:

	•	on an actual consolidated basis;
	•	on a pro forma basis giving effect to the special $10.0 million cash dividend paid in August 2004 and the automatic conversion of all of our outstanding shares of preferred stock as of this date upon completion of this offering; and
	•	on a pro forma as adjusted basis giving effect to the special $10.0 million cash dividend paid in August 2004, the automatic conversion of all of our outstanding shares of preferred stock as of this date upon completion of this offering, and the issuance and sale of                      shares of common stock at an assumed public offering price of $           per share, less underwriting discounts and commissions and estimated offering expenses.

					As of July 3, 2004
													Pro Forma
					Actual				Pro Forma				as Adjusted
					(Dollars in thousands,
					except per share data)
Cash and cash equivalents					$	26,315			$	16,315			$
Total debt						—				—
Redeemable convertible preferred stock, par value $0.01: 25,000,000 aggregate redeemable and nonredeemable preferred shares authorized; 6,134,003 shares issued and outstanding, actual; no shares issued and outstanding, pro forma and pro forma as adjusted						38,875				—
Stockholders’ equity:
	Nonredeemable convertible preferred stock, par value $0.01: 25,000,000 aggregate redeemable and nonredeemable preferred shares authorized; 9,433,518 shares issued and outstanding, actual; no shares issued and outstanding, pro forma and pro forma as adjusted					94				—
	Common stock, par value $0.01: 25,000,000 shares authorized; 419,156 shares issued and outstanding, actual; 17,735,698 shares issued and outstanding, pro forma;            shares issued and outstanding, pro forma as adjusted					4				177
	Additional paid-in capital					10,931				49,727
	Retained earnings					21,567				11,567
	Notes receivable					(1,868)				(1,868	)
		Total stockholders’ equity				30,728				59,603
			Total capitalization		$	69,603			$	59,603

      The table above does not include:

	•	1,047,283 shares of our common stock issuable upon exercise of options outstanding as of July 3, 2004 under our 2000 Stock Option Plan and our 2002 Stock Incentive Plan, at a weighted average exercise price of $6.52 per share;
	•	up to 2,073,820 additional shares of our common stock reserved for issuance under our 2004 Stock Incentive Plan;
	•	315,797 restricted shares subject to promissory notes from the holders of such shares; and
	•	a total of 50,000,000 shares of common stock and 15,000,000 shares of preferred stock that will be authorized upon completion of the offering.

      You should read this information in conjunction with the information under “Selected Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes appearing elsewhere in this prospectus.

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DILUTION

      If you invest in our common stock, your interest will be immediately diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering. Our net tangible book value as of July 3, 2004, was approximately $          , or $           per share of our common stock. Net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of common stock outstanding after giving effect to the conversion of all outstanding shares of preferred stock into common stock. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the net tangible book value per share of our common stock immediately afterwards. After giving effect to our sale of                      shares of common stock offered by this prospectus at an assumed public offering price of $           per share and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value will be $          , or approximately $           per share. This represents an immediate increase in pro forma net tangible book value of $           per share to existing stockholders and an immediate dilution in pro forma net tangible book value of $           per share to new investors purchasing shares of common stock in this offering. The following table illustrates this per share dilution:

Assumed public offering price per share						$
Net tangible book value per share as of July 3, 2004		$
Increase per share attributable to new investors
Pro forma net tangible book value per share after this offering
Dilution per share to new investors						$

      The following table sets forth, as of July 3, 2004, the differences between the number of shares of common stock purchased from us, the total consideration paid and average price per share paid by our officers, directors, promoters and their affiliates and by the new investors, before deducting expenses payable by us, assuming a public offering price of $           per share.

Shares Purchased

Total Consideration

Average Price

Number

Percent

Amount

Percent

Per Share

Affiliated stockholders

%

$

%

$

New investors

Total

100.0%

$

100.0%

      The tables above exclude 1,047,283 shares of common stock issuable upon exercise of options outstanding as of July 3, 2004 having a weighted average exercise price of $6.52 per share. Assuming exercise of all of outstanding stock options held by our officers, directors, promoters and affiliates, the pro forma net tangible book value would be reduced and further dilute new investors an additional $           per share, to $           per share.

      If the underwriters exercise their over-allotment option in full, the following will occur:

	•	the number of shares of common stock held by our affiliated stockholders will decrease to approximately      % of the total number of shares of common stock outstanding; and
	•	the number of shares held by new public investors will increase to                     , or approximately      % of the total number of shares of our common stock outstanding after this offering.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

      The following table sets forth, for the periods and dates indicated, our selected consolidated financial and operating data. The balance sheet data as of December 28, 2002 and January 3, 2004 and the statement of operations and other financial data for our fiscal years ended December 29, 2001, December 28, 2002 and January 3, 2004 are derived from our audited financial statements included elsewhere in this prospectus. The balance sheet data as of January 1, 2000, December 30, 2000 and December 29, 2001 and the statement of operations and other financial data for our fiscal years ended January 1, 2000 and December 30, 2000 are derived from our audited financial statements that are not included in this prospectus. The balance sheet data as of July 3, 2004 and the statement of operations and other financial data for the first half of fiscal 2003 and 2004 have been derived from the unaudited interim financial statements included elsewhere in this prospectus. In the opinion of management, our unaudited financial statements have been prepared on a basis consistent with our audited financial statements and include all adjustments, which are only normal and recurring adjustments, necessary for a fair presentation of the financial position and results of operations for the unaudited periods. Operating results for the first half of fiscal 2004 are not necessarily indicative of the results for the fiscal year ending January 1, 2005 or for any future period. You should read our selected consolidated financial and operating data in conjunction with our consolidated financial statements and related notes appearing elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

      See the notes to our consolidated financial statements for an explanation of the method used to determine the numbers of shares used in computing basic and diluted and pro forma basic and diluted net earnings (loss) per common share.

				Fiscal Year Ended(1)																				Pro Forma for				26 Weeks Ended(1)								Pro Forma for the
																								the Year Ended												26 Weeks Ended
				January 1,				December 30,				December 29,				December 28,				January 3,				January 3,				June 28,				July 3,				July 3,
				2000				2000				2001				2002				2004				2004(2)				2003				2004				2004(2)
				(In thousands)
Statement of operations data:
	Total revenues			$	18,101			$	55,408			$	106,622			$	169,138			$	213,672							$	92,583			$	135,727
	Costs and expenses:
		Cost of merchandise sold			9,256				29,090				56,708				90,848				116,515								51,929				70,146
		Selling, general and administrative			9,091				23,713				41,100				65,628				81,091								36,084				48,632
		Store preopening			908				2,292				3,124				3,091				3,045								1,491				580
		Impairment charge			—				—				1,006				—				—								—				—
		Litigation settlement			—				—				1,550				—				—								—				—
		Interest expense (income), net			(84	)			(98	)			64				(88	)			(58	)							(55	)			(98	)
		Total costs and expenses			19,171				54,997				103,552				159,479				200,593								89,449				119,260
	Income (loss) before income taxes and minority interest(3)				(1,070	)			411				3,070				9,659				13,079								3,134				16,467
	Minority Interest				—				—				122				—				—								—				—
Income (loss) before income taxes					(1,070	)			411				3,192				9,659				13,079								3,134				16,467
Income tax expense (benefit)(3)					—				(36	)			1,287				3,791				5,101								1,285				6,258
Net income (loss)					(1,070	)			447				1,905				5,868				7,978			$	7,978				1,849				10,209			$	10,209
Cumulative dividends and accretion of redeemable preferred stock					—				343				824				1,971				1,970				—				985				985				—
Cumulative dividends on nonredeemable preferred stock					—				342				455				455				455				—				228				227				—
Net income (loss) attributable to common and participating preferred stockholders				$	(1,070	)		$	(238	)		$	626			$	3,442			$	5,553			$	7,978			$	636			$	8,996			$	10,209

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			Fiscal Year Ended(1)																				Pro Forma for				26 Weeks Ended(1)								Pro Forma for the
																							the Year Ended												26 Weeks Ended
			January 1,				December 30,				December 29,				December 28,				January 3,				January 3,				June 28,				July 3,				July 3,
			2000				2000				2001				2002				2004				2004(2)				2003				2004				2004(2)
			(In thousands, except per share and per gross square foot data)
Net income (loss) allocated to common stockholders			$	(1,070	)		$	(238	)		$	19			$	77			$	124			$	7,978			$	14			$	261			$	10,209
Net income (loss) allocated to participating preferred stockholders			$	—			$	—			$	607			$	3,365			$	5,429,096			$	—			$	622			$	8,735			$	—
Earnings (loss) per common share(4):
	Basic		$	(5.83	)		$	(1.09	)		$	0.09			$	0.35			$	0.57			$	0.46			$	0.07			$	0.92			$	0.58
	Diluted		$	(5.83	)		$	(1.09	)		$	0.07			$	0.32			$	0.45			$	0.44			$	0.07			$	0.57			$	0.57
Shares used in computing per share amounts
	Basic			183,487				217,519				217,519				217,519				217,519				17,534,052				217,519				284,731				17,601,264
	Diluted			183,487				217,519				9,101,143				12,055,458				17,546,348				18,006,473				9,367,692				17,938,328				18,031,756
Other financial data:
	Gross margin ($)(5)		$	8,798			$	26,144			$	49,913			$	78,275			$	96,912							$	40,559			$	65,273
	Gross margin (%)(5)			48.6%				47.2%				46.8%				46.3%				45.4%								43.9%				48.2%
	Capital expenditures(6)		$	5,833			$	14,860			$	21,624				18,718				18,362							$	10,338				4,438
	Depreciation and amortization			870				2,185				4,588				7,775				11,065								4,939				6,030
Cash flow data:
	Cash flows provided by (used in) operating activities		$	(472	)		$	7,886			$	14,482			$	18,664			$	25,215							$	(1,004	)			10,809
	Cash flows used in investing activities			(6,509	)			(15,564	)			(23,280	)			(20,232	)			(20,480	)							(11,177	)			(5,095	)
	Cash flows provided by (used in) financing activities			6,587				12,874				19,256				(121	)			—								—				—
Store data(7):
	Number of stores at end of period			14				39				71				108				150								123				157
	Average net sales per store(8)(9)		$	2,109			$	2,205			$	2,003			$	1,904			$	1,605							$	791				879
	Net sales per gross square foot(9)(10)		$	746			$	705			$	634			$	582			$	502								247				287
	Comparable store sales change (%)(11)			18.2%				5.1%				(6.7	)%			(9.7	)%			(15.9	)%							(16.5	)%			13.8%

			As of(1)
			January 1,				December 30,				December 29,				December 28,				January 3,												July 3,
			2000				2000				2001				2002				2004												2004
																																			Pro Forma as
																															Actual				Adjusted (12)
			(Dollars in thousands)
Balance sheet data:
	Cash and cash equivalents		$	1,901			$	7,098			$	17,555			$	15,866			$	20,601											$	26,315
	Working capital			5,861				12,418				8,983				4,813				7,724												18,656
	Total assets			16,108				40,086				72,854				93,693				111,964												124,833
	Long-term debt			345				1,404				—				—				—												—
	Redeemable preferred stock			—				12,116				33,964				35,920				37,890												38,875				—
	Total stockholders’ equity			10,705				10,548				11,628				15,526				21,540												30,728				69,603

(1)	Our fiscal year consists of 52 or 53 weeks and ends on the Saturday nearest December 31 in each year. Fiscal years ended December 29, 2001 and December 28, 2002 included 52 weeks and fiscal year ended January 3, 2004 included 53 weeks.
(2)	The pro forma statement of operations data for the year ended January 3, 2004 and the 26 weeks ended July 3, 2004 and the pro forma balance sheet data as of July 3, 2004 reflect the pro forma

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	effect of the mandatory conversion of all preferred stock into shares of common stock in connection with this offering. The conversion ratio assumes the number of shares to be issued upon the conversion of the outstanding preferred stock based upon our Amended and Restated Certificate of Incorporation effective on August 10, 2004, or 17,316,698 shares.
(3)	Before April 3, 2000, we were organized as a limited liability company. During that period, we were classified for federal and state income tax purposes as a partnership and as a result paid no income taxes as a corporation. Since April 3, 2000, we have been a C-corporation and have been liable for federal and state income taxes.
(4)	Assumes for fiscal years ended January 1, 2000 and December 30, 2000: (i) conversion of membership units for periods prior to our conversion to a C-corporation; and (ii) the tax effect as if we had converted to a C-corporation as of the beginning of 1999. Basic earnings (loss) per common share gives effect to the allocation of net income (loss) available to common stockholders between common and participating preferred shares on a pro rata basis.
(5)	Gross margin represents net retail sales less cost of merchandise sold. Gross margin percentage represents gross margin divided by net retail sales.
(6)	Capital expenditures consists of leasehold improvements, net of tenant allowances received from landlords, furniture and fixtures and computer equipment and software purchases.
(7)	Excludes our webstore and seasonal and event-based locations.
(8)	Average net retail sales per store represents net retail sales from stores open throughout the entire period divided by the total number of such stores.
(9)	When we refer to average net retail sales per store and net retail sales per gross square foot for any period, we include in those calculations only those stores that have been open for that entire period.

(10)	Net retail sales per gross square foot represents net retail sales from stores open throughout the entire period divided by the total gross square footage of such stores.
(11)	Comparable store sales percentage changes are based on net retail sales and stores are considered comparable beginning in their thirteenth full month of operation.
(12)	On a pro forma as adjusted basis to give effect to the special $10.0 million cash dividend paid in August 2004, the automatic conversion of all of our outstanding shares of preferred stock as of this date upon completion of this offering, and the issuance and sale of                      shares of common stock at an assumed public offering price of $           per share, less underwriting discounts and commissions and estimated offering expenses.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

      The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in “Risk Factors” and elsewhere in this prospectus. The following section is qualified in its entirety by the more detailed information, including our financial statements and the notes thereto, which appears elsewhere in this prospectus.

      Throughout this prospectus, we refer to our fiscal years ended January 1, 2000, December 30, 2000, December 29, 2001, December 28, 2002 and January 3, 2004 as fiscal years 1999, 2000, 2001, 2002 and 2003, respectively. Our fiscal year consists of 52 or 53 weeks, reported in four 13-week periods, and ends on the Saturday nearest December 31 in each year. Fiscal years 1999, 2000, 2001 and 2002 included 52 weeks and fiscal year 2003 included 53 weeks. When we refer to the first half of fiscal 2003 and 2004, we are referring to the 26-week periods ended June 28, 2003 and July 3, 2004. When we refer to our fiscal quarters, or any three month period ending as of a specified date, we are referring to the 13-week period prior to that date. All of our fiscal quarters presented in this prospectus included 13 weeks, except for the quarter ended January 3, 2004, which had 14 weeks.

Overview

      We are the leading, and only national, company providing a “make your own stuffed animal” interactive entertainment experience under the Build-A-Bear Workshop brand, in which our guests stuff, fluff, dress, accessorize and name their own teddy bears and other stuffed animals. Our concept, which we developed for mall-based retailing, capitalizes on what we believe is the relatively untapped demand for experience-based shopping as well as the widespread appeal of stuffed animals. The Build-A-Bear Workshop experience appeals to a broad range of age groups and demographics, including children, teens, their parents and grandparents. As of July 3, 2004, we operated 157 stores in 37 states and Canada and had five franchised stores internationally under the Build-A-Bear Workshop brand. In addition to our stores, we market our products and build our brand through our website, which simulates our interactive shopping experience, as well as in event-based locations and sports venues.

      We operate in three segments that share the same infrastructure, including management, systems, merchandising and marketing, and generate revenues as follows:

	•	United States and Canadian retail stores, a webstore and seasonal, event-based locations;
	•	International stores operated under franchise agreements; and
	•	License arrangements with third parties which manufacture and sell to other retailers merchandise carrying the Build-A-Bear Workshop brand.

      Selected financial data attributable to each segment for fiscal 2001, 2002 and 2003 are set forth in note 17 of the notes to our consolidated financial statements included elsewhere in this prospectus.

      For a discussion of the key trends and uncertainties that have affected our revenues, income and liquidity, see the “Revenues,” “Costs and Expenses” and “Expansion and Growth Potential” subsections of this Overview.

      We believe that we have developed an appealing retail store concept that, for stores open for the entire year, averaged $1.6 million in fiscal 2003, $1.9 million in fiscal 2002 and $2.0 million in fiscal 2001 in net retail sales per store, and, for stores open for the entire period, averaged $879 thousand for the first half of fiscal 2004 and $791 thousand in the first half of fiscal 2003 in net retail sales per store. For a discussion of the decrease in comparable store sales in fiscal years 2001 through 2003, see “— Revenues.” Store contribution, which consists of net income before income tax expense, interest, store depreciation and amortization, store preopening expense and general and administrative expense, excluding franchise fees, license revenues and contribution from our webstore and seasonal event-based locations, as a

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      The increase in total store contribution has been partially offset by the increase in our central office general and administrative expenses required to support an expanding store base and international franchise operations. These expenses have grown at a slower rate, in percentage terms, than our number of stores and net retail sales. In addition, we significantly increased our advertising expenditures in the fourth quarter of fiscal 2003 and the first half fiscal 2004 and expect these expenditures as a percentage of net retail sales to be even greater in the second half of fiscal 2004 compared to the first half of fiscal 2004.

      We expect to grow our business primarily through the continued opening of new stores. Further, we expect to grow our net retail sales, including comparable store sales, as a result of the addition of national television and online advertising to our marketing mix in fiscal 2004. We also plan to increase our revenues through increasing the number of international franchised stores, as well as the addition of new licensees and sales of licensed products for which we receive license revenue.

      We expect the additional revenue contribution from our increased marketing to be greater than the total expense of the program. By improving our store productivity primarily as a result of comparable store sales increases, we expect to improve our store contribution as a percentage of net retail sales by better leveraging our store level operating expenses, primarily those which are fixed such as occupancy, over increased net retail sales per store. As we grow our total revenues, we also expect to decrease our general and administrative expenses as a percentage of revenues by leveraging these expenses, primarily those which are largely fixed such as management payroll and occupancy, over an increased revenue amount. This decrease will be partially offset by some increases in general and administrative expenses to support more stores and our growing franchise and licensing businesses.

      Following is a description and discussion of the major components of our statement of operations:

Revenues

      Net retail sales. Net retail sales are revenues from retail sales (including our web store and other non-mall locations), are net of discounts, exclude sales tax, and are recognized at the time of sale. Revenues from gift certificates are recognized at the time of redemption. Our guests use cash, checks and third party credit cards to make purchases. We classify stores as new or comparable stores and do not include our webstore or seasonal, event-based locations in our store count or in our comparable store calculations. Stores enter the comparable store calculation in their thirteenth full month of operation.

      We have a frequent shopper program whereby guests who purchase approximately $100 of merchandise receive a card for $10 off a future purchase. An estimate of the obligation related to this program, based on historical redemption rates, is recorded as deferred revenue and a reduction of net sales at the time of original purchase. The deferred revenue obligation is reduced at the time of redemption of the $10 discount.

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      We use comparable store sales as a key performance measure for our business. The percentage increase (or decrease) in comparable store sales for the periods presented below is as follows:

Fiscal Year Ended												26 Weeks Ended
December 29, 2001				December 28, 2002				January 3, 2004				June 28, 2003				July 3, 2004
	(6.7)%				(9.7)%				(15.9)%				(16.5)%				13.8%

      We believe the decrease in comparable store sales from fiscal 2001 through fiscal 2003 was largely the result of four factors:

	•	A difficult economic environment, including lower consumer confidence levels and a weak retail climate.
	•	Our inability to increase the number of transactions in comparable stores which we believe was the result of low brand awareness with potential new and repeat guests.
	•	The transfer to new stores of a portion of existing stores’ sales, as we opened new stores in markets where we already operated one or more stores, causing the existing stores’ sales to decline, even though total sales in those markets increased. We expect this factor to continue to affect us as we add new stores in markets where we have existing stores.
	•	The large amount of initial trial sales in the first year a store is open, which we believe results from the distinctive nature of our concept and the publicity we normally receive when we open a new store, does not necessarily continue at that level after this period. We expect this factor to continue to affect us, but it is difficult to predict to what degree, particularly if awareness of our brand continues to grow as a result of our change in marketing strategy.

      Comparable store sales increased 13.8% for the first half of fiscal 2004. We believe this change from the previous trend can be attributed primarily to two factors:

	•	A change in our marketing strategy. During the fourth quarter of fiscal 2003, we tested in a limited number of markets the use of television and online advertising and determined that it was successful in attracting a higher number of new and repeat guests. In the first quarter of fiscal 2004, we implemented this marketing strategy on a national basis and quickly began achieving comparable store sales increases. We anticipate continuing this marketing approach for the foreseeable future.
	•	An improved economy with higher levels of consumer confidence and a better retail climate.

      Franchise fees: We receive an initial, one-time franchise fee per master franchise which is amortized to revenue over the life of the respective franchise agreement. Master franchises rights are typically granted to a franchisee for an entire country. Continuing franchise fees are based on a percentage of sales made by the franchisees’ stores and are recognized as revenue at the time of those sales.

      As of July 3, 2004, we had five stores under franchise arrangements in the United Kingdom, South Korea, Japan and Denmark. Four of our franchised stores were opened in fiscal 2004.

      License revenue: License revenue is based on a percentage of sales made by licensees to third parties and is recognized at the time of those sales.

      We have entered into a number of licensing arrangements whereby third parties manufacture and sell to other retailers merchandise carrying the Build-A-Bear Workshop mark. As of July 3, 2004, no license revenue had been recognized. We anticipate receiving license revenues in the second half of fiscal 2004.

Costs and Expenses

      Cost of merchandise sold and gross margin: Cost of merchandise sold includes the cost of the merchandise, freight costs from the manufacturer to the store, cost of warehousing and distribution,

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      We have been able to reduce the unit costs of our merchandise and packaging through economies of scale realized as our sales volume has grown. The increase in sales volume has also allowed us to reduce our freight, cost of warehousing and distribution costs as a percentage of net retail sales as a result of the cost efficiencies of shipping higher volumes of merchandise. We expect these efficiencies to continue in the future.

      Selling, general and administrative expense: These expenses include store payroll and benefits, advertising, credit card fees, and store supplies, as well as central office general and administrative expenses, including management payroll, benefits, travel, information systems, accounting, insurance, legal and public relations. This line item also includes depreciation and amortization of central office leasehold improvements, furniture, fixtures and equipment as well as the amortization of intellectual property costs.

      Central office general and administrative expenses have grown over time in order to support the increased number of stores in operation and we believe will continue to grow as we add stores, but we expect this increase to be at a lower rate than the percentage increase in total revenues. Store advertising has increased significantly with the introduction in fiscal 2004 of our national television and online advertising campaign and we anticipate increasing advertising expense as a percentage of net retail sales in the second half of fiscal 2004. Increases in comparable store sales results beginning in fiscal 2004 as well as improvements in store labor planning in the latter half of fiscal 2003 have resulted in lower store payroll as a percentage of net retail sales for the first half of fiscal 2004. Other store expenses such as credit card fees and supplies historically have increased or decreased proportionately with net retail sales.

      Store preopening: Preopening costs are expensed as incurred and include the expenses related to training, recruiting, utilities and supplies prior to a store’s opening.

      Impairment charge: This includes the provision to write down to estimated net realizable value the long-lived assets of any store for which we have determined the carrying value will not be recovered through cash flows from future operations.

      Income taxes: Prior to April 3, 2000, we were organized as a limited liability company. During that period, we were classified for federal income tax purposes as a partnership and accordingly paid no income taxes as a corporation. Effective April 3, 2000, we were reorganized as a C-corporation under the Internal Revenue Code and since then have been liable for federal and state income taxes.

Expansion and Growth Potential

	U.S. and Canadian Stores:

      The number of Build-A-Bear Workshop stores in the United States and Canada for the last three and one-half fiscal years can be summarized as follows:

		Fiscal Year Ended												26 Weeks Ended
		December 29,				December 28,				January 3,				June 28,				July 3,
		2001				2002				2004				2003				2004
Beginning of period			39				71				108				108				150
Opened			32				37				43				16				8
Closed			—				—				(1	)			(1	)			(1	)
End of period			71				108				150				123				157

      For the entire year of fiscal 2004, we anticipate opening a total of 21 Build-A-Bear Workshop stores and in fiscal 2005, we anticipate opening between 25 and 30 Build-A-Bear Workshop stores in the United States and Canada and closing one store. We believe there is a market potential for approximately 350 Build-A-Bear Workshop stores in the United States and Canada. In fiscal 2003, we began testing in certain markets our initial brand expansion initiative, our proprietary “Friends 2B Made” line of make-

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	Non-Store Locations:

      In 2004 we began offering merchandise in seasonal, event-based locations such as Citizens Bank Park, home of the Philadelphia Phillies baseball club, as well as at temporary locations such as at the NBA All-Star Jam Session. We expect to expand our future presence at select seasonal, event-based locations contingent on their availability, which cannot reasonably be predicted at this time.

	International Franchise Revenue:

      Our first franchisee location was opened in November 2003. The number of international, franchised stores opened since that time can be summarized as follows:

		Fiscal Year Ended				26 Weeks Ended
		January 3,				July 3,
		2004				2004
Beginning of period			—				1
Opened			1				4
Closed			—				—
End of period			1				5

      We expect our current six franchisees to open a total of eight to twelve stores during fiscal 2004, of which four have already opened. Thereafter, we anticipate signing additional master franchise agreements, which typically grant franchise rights for a particular country. We expect our current and future franchisees to open between 15 and 20 stores in fiscal 2005. We believe there is a market potential for approximately 350 franchised stores outside of the United States and Canada. To date, franchise revenue has been minimal.

	License Revenue:

      In fiscal 2004, we began entering into license agreements pursuant to which we receive royalties on Build-A-Bear Workshop brand products. As of July 3, 2004 we have had no license revenue. Because we recently entered into these agreements, we cannot predict the revenue these agreements may produce in the future.

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Results of Operations

      The following table sets forth, for the periods indicated, selected income statement data expressed as a percentage of total revenues, except where otherwise indicated. Percentages may not total due to cost of merchandise sold being expressed as a percentage of net retail sales and rounding:

			Fiscal Year Ended												26 Weeks Ended
			December 29,				December 28,				January 3,				June 28,				July 3,
			2001				2002				2004				2003				2004
Revenues:
	Net retail sales			100.0	%			100.0	%			99.9	%			99.9	%			99.8	%
	Franchise fees			0.0				0.0				0.1				0.1				0.2
Total revenues				100.0				100.0				100.0				100.0				100.0
Costs and expenses:
	Cost of merchandise sold			53.2				53.7				54.6				56.1				51.8
	Selling, general and administrative			38.5				38.8				38.0				39.0				35.8
	Store preopening			2.9				1.8				1.4				1.6				0.4
	Impairment charge			0.9				0.0				0.0				0.0				0.0
	Litigation settlement			1.5				0.0				0.0				0.0				0.0
	Interest expense (income), net			0.1				(0.1	)			0.0				(0.1	)			(0.1	)
Total costs and expenses				97.1				94.3				93.9				96.6				87.9
Minority interest				0.1				0.0				0.0				0.0				0.0
Income before income taxes				3.0				5.7				6.1				3.4				12.1
Income tax expense				1.2				2.2				2.4				1.4				4.6
Net income				1.8	%			3.5	%			3.7	%			2.0	%			7.5	%
Gross margin (%)(1)				46.8	%			46.3	%			45.4	%			43.9	%			48.2	%

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(1)	Gross margin percentage represents gross margin divided by net retail sales.

	First Half of Fiscal 2004 (26 weeks) Compared to First Half of Fiscal 2003 (26 weeks)

      Total revenues. Net retail sales increased to $135.4 million for the first half of fiscal 2004 from $92.5 million for the first half of fiscal 2003, an increase of $42.9 million, or 46.4%. Net retail sales for new stores as well as our webstore and other non-store locations contributed a $34.0 million increase in net retail sales. Comparable store sales increased $8.9 million, or 13.8%, which we believe was primarily the result of the introduction of our new national television and online marketing campaign, as well as an improved economy. We also believe the results include the positive impact of being featured in one segment of a nationally syndicated television show in the first quarter of fiscal 2004.

      Gross margin. Gross margin increased to $65.3 million for the first half of fiscal 2004 from $40.6 million for the first half of fiscal 2003, an increase of $24.7 million, or 60.9%. As a percentage of net retail sales, gross margin increased to 48.2% for the first half of fiscal 2004 from 43.9% for the first half of fiscal 2003, an increase of 4.3%. Lower occupancy cost as a percentage of net retail sales, resulting from strong comparable store sales increases, accounted for 2.1% of this increase. Lower product, supplies, warehousing and distribution costs, as a percentage of net retail sales, resulting from purchasing cost efficiencies related to higher sales volumes, accounted for 1.8% of the increase in gross margin.

      Selling, general and administrative. Selling, general and administrative expenses were $48.6 million for the first half of fiscal 2004 as compared to $36.1 million for the first half of fiscal 2003, an increase of $12.5 million, or 34.8%. As a percentage of total revenues, selling, general and administrative expenses decreased to 35.8% for the first half of fiscal 2004 as compared to 39.0% for the first half of fiscal 2003, a decrease of 3.2%. The dollar increase was primarily due to 34 more stores in operation at July 3, 2004 as compared to June 28, 2003 as well as higher central office expenses, primarily payroll, required to support a larger store base and $5.5 million in additional advertising expense related to the national television and online marketing campaign which began in fiscal 2004. Leveraging central office general and administrative expenses over higher revenues accounted for a 3.1% decrease in selling, general and administrative

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      Store preopening. Store preopening expense was $0.6 million for the first half of fiscal 2004 as compared to $1.5 million for the first half of fiscal 2003. Eight fewer new stores were opened in the first half of fiscal 2004 than in fiscal 2003 (eight in fiscal 2004 as compared to 16 in fiscal 2003) and we expect 14 fewer stores to be opened during the remainder of fiscal 2004 than in fiscal 2003. Preopening expenses include expenses for stores that have opened as well as some expenses incurred for stores that will be opened at a later date.

      Interest expense (income), net. Interest income, net of interest expense, was $0.1 million for both the first half of fiscal 2004 and fiscal 2003.

      Provision for income taxes. The provision for income taxes was $6.3 million for the first half of fiscal 2004 as compared to $1.3 million for the first half of fiscal 2003. The effective tax rate was 38% for the first half of fiscal 2004 and 41% for the first half of fiscal 2003. The reduction in the effective tax rate was due to a lower aggregate state tax rate as a result of restructuring our legal entities to more appropriately allocate central office general and administrative expenses to our store operations.

	Fiscal Year Ended January 3, 2004 (53 weeks) Compared to Fiscal Year Ended December 28, 2002 (52 weeks)

      Total revenues. Net retail sales increased to $213.4 million for fiscal 2003 from $169.1 million for fiscal 2002, an increase of $44.3 million, or 26.2%. Net retail sales for new stores as well as our webstore and other non-store locations contributed a $61.1 million increase in net retail sales. Comparable store sales decreased $25.8 million, or 15.9%. We believe this decrease was primarily due to economic conditions, low brand awareness with potential new and repeat guests, a loss of sales from existing stores to new stores when we open new stores in existing markets and a decrease in sales of stores in their second year of operation due to a large amount of initial trial sales in the first year which do not continue at that level after this period. Fiscal 2003 had one more week than fiscal 2002 (the 53rd week) and net retail sales in that week were $9.0 million.

      Gross margin. Gross margin increased to $96.9 million for fiscal 2003 from $78.3 million for fiscal 2002, an increase of $18.6 million, or 23.8%. As a percentage of net retail sales, gross margin decreased to 45.4% for fiscal 2003 compared to 46.3% for fiscal 2002, a decrease of 0.9%. The loss of leverage on occupancy cost in comparable stores due to overall sales decreases in these stores accounted for a 2.1% decrease. This was partially offset by lower product and supplies cost as a percentage of net retail sales, as a result of buying efficiencies related to larger purchasing volumes, which accounted for a 1.6% increase.

      Selling, general and administrative. Selling, general and administrative expenses were $81.1 million for fiscal 2003 as compared to $65.6 million for fiscal 2002, an increase of $15.5 million, or 23.6%. As a percentage of total revenues, selling, general and administrative expenses decreased to 38.0% for fiscal 2003 as compared to 38.8% for fiscal 2002, a decrease of 0.8%. The dollar increase was primarily due to 42 more stores in operation at the end of fiscal 2003 as compared to the end of fiscal 2002, higher central office general and administrative expenses required to support a larger store base and $2.6 million in incremental advertising expense incurred in the fourth quarter of fiscal 2003 to develop and test a television and online advertising campaign in selected markets. Of the 0.8% decrease in selling, general and administrative expenses as a percentage of total revenues, leveraging central office general and administrative expense over a larger sales base accounted for a 2.0% decrease and reductions in store supplies and other expenses accounted for a 0.8% decrease. These decreases were partially offset by the expense related to the testing of our new advertising campaign, which accounted for a 1.5% increase in selling, general and administrative expenses as a percentage of total revenues, as well as the loss of leverage on payroll expense in comparable stores, due to lower sales in these stores, which accounted for a 0.4% increase.

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      Store preopening. Store preopening expense was $3.0 million for fiscal 2003 as compared to $3.1 million for fiscal 2002. Six more new stores were opened in fiscal 2003 than in fiscal 2002 (43 as compared to 37). The average preopening expense per store was $71 thousand in fiscal 2003 as compared to $84 thousand in fiscal 2002, a decrease of 15.2%. This decrease in average preopening expense per store was largely the result of reduced training related expenses by using regional training locations versus one location previously as well as reduced startup supplies expense as a result of improved purchasing power due to the increases in sales volumes.

      Interest expense (income), net. Interest income, net of interest expense, was $0.1 million for both fiscal 2003 and 2002.

      Provision for income taxes. The provision for income taxes was $5.1 million for fiscal 2003 as compared to $3.8 million in fiscal 2002. The effective tax rate was 39% in both fiscal 2003 and 2002.

	Fiscal Year Ended December 28, 2002 (52 weeks) Compared to Fiscal Year Ended December 29, 2001 (52 weeks)

      Total revenues. Net retail sales increased to $169.1 million for fiscal 2002 from $106.6 million for fiscal 2001, an increase of $62.5 million, or 58.6%. Net retail sales for new stores as well as our webstore and other non-store locations contributed a $72.3 million increase in net retail sales. Comparable store sales decreased $9.9 million, or 9.7%. We believe this decrease was due to economic conditions, low brand awareness with potential new and repeat guests, a loss of sales from existing stores to new stores when we open new stores in existing markets and a decrease in sales of stores in their second year of operation due to a large amount of initial trial sales in the first year which do not continue at that level after this period.

      Gross margin. Gross margin increased to $78.3 million for fiscal 2002 from $49.9 million for fiscal 2001, an increase of $28.4 million, or 56.8%. As a percentage of net retail sales, gross margin decreased to 46.3% for fiscal 2002 compared to 46.8% for fiscal 2001, a decrease of 0.5%. The loss of leverage on occupancy cost in comparable stores, resulting from overall sales decreases in these stores, accounted for a 1.2% decrease, which was partially offset by lower product and supplies cost as a percentage of net retail sales, which accounted for a 0.8% increase.

      Selling, general and administrative. Selling, general and administrative expenses were $65.6 million for fiscal 2002 as compared to $41.1 million for fiscal 2001, an increase of $24.5 million, or 59.7%. As a percentage of total revenues, selling, general and administrative expenses increased to 38.8% for fiscal 2002 as compared to 38.5% for fiscal 2001, an increase of 0.3%. The dollar increase was primarily due to 37 more stores in operation at the end of fiscal 2002 as compared to the end of fiscal 2001 as well as higher central office general and administrative expenses required to support a larger store base. Of the 0.3% increase in selling, general and administrative expenses as a percentage of total revenues, the loss of leverage on payroll expense in comparable stores, due to lower sales in these stores, accounted for a 0.5% increase, and higher advertising expense accounted for a 0.3% increase. These increases were partially offset by leveraging central office general and administrative expenses over a larger revenue base which accounted for a 0.5% decrease in selling, general and administrative expenses as a percentage of total revenues.

      Store preopening. Store preopening expense was $3.1 million for fiscal 2002 as compared to $3.1 million for fiscal 2001. Five more new stores were opened in fiscal 2002 than in fiscal 2001 (37 as compared to 32). The average expense per store was $84 thousand in fiscal 2002 as compared to $98 thousand in fiscal 2001, a 14.4% decrease. This reduction in average preopening expense per store was primarily the result of a reduction in the number of weeks of training prior to store opening for store management as well as reduced startup supplies expense as a result of improved purchasing power due to the increases in sales volumes.

      Litigation settlement. We were a party to a lawsuit in which a competitor alleged that we misappropriated certain trade secrets and other intellectual property. During fiscal 2001, the matter was

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      Impairment charge. During fiscal 2001, we identified three stores that were not meeting operating objectives and determined those stores were impaired. We recorded a provision for impairment of $1.0 million which included a write down for property, equipment and other assets and accrued expenses to be incurred in connection with the closing of these stores upon the exercise of the early termination provisions contained in these leases.

      Interest expense (income), net. Interest income, net of interest expense, was $0.1 million for fiscal 2002. Interest expense, net of interest income, was $0.1 million for fiscal 2001.

      Provision for income taxes. The provision for income taxes was $3.8 million for fiscal 2002 as compared to $1.3 million for fiscal 2001. The effective tax rate is 39% in fiscal 2002 and 40% in fiscal 2001. The reduction in the effective tax rate was due to the change in the aggregate state income tax rate as a result of the mix of stores opening in different states during these years.

Non-GAAP Financial Measures

      We use the term “store contribution” throughout this prospectus. Store contribution consists of net income before income tax expense, interest, store depreciation and amortization, store preopening expense and general and administrative expense, excluding franchise fees, license revenues and contribution from our webstore and seasonal and event-based locations. This term, as we define it, may not be comparable to similarly titled measures used by other companies and is not a measure of performance presented in accordance with GAAP.

      We use store contribution as a measure of our stores’ operating performance. Store contribution should not be considered a substitute for net income, net income per store, cash flows provided by operating activities, cash flows provided by operating activities per store, or other income or cash flow data prepared in accordance with GAAP.

      We believe store contribution is useful to investors in evaluating our operating performance because it, along with the number of stores in operation, directly impacts our profitability. Historically, central office general and administrative expenses and preopening expenses have increased at a rate less than our total net retail sales increases. Therefore, as we have opened additional new stores and leveraged our central office general and administrative and preopening expenses over this larger store base and sales volume, we have been able to increase our net income each year as well as for the first half of fiscal 2004 as compared to the first half of fiscal 2003.

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      The following table sets forth a reconciliation of store contribution to net income:

		Fiscal Year Ended				26 Weeks Ended
		January 3, 2004				July 3, 2004
		(Dollars in thousands)
Net income		$	7,978			$	10,209
Income tax expense			5,101				6,258
Interest expense (income)			(58	)			(98	)
Store depreciation and amortization(1)			8,119				4,477
Store preopening expense			3,045				580
General and administrative expense(2)			25,098				14,576
Non-store activity contribution(3)			(1,622	)			(1,195	)
Store contribution		$	47,661			$	34,807
Total revenues		$	213,672			$	135,727
Revenues from non-store activities(3)		$	(4,726	)		$	(3,691	)
Store location net retail sales		$	208,946			$	132,036
Store contribution as a percentage of store location net retail sales			22.8	%			26.4	%
Total net income as a percentage of total revenues			3.7	%			7.5	%

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(1)	Store depreciation and amortization includes depreciation and amortization of all capitalized assets in store locations, including leasehold improvements, furniture and fixtures, and computer hardware and software.
(2)	General and administrative expenses consist of non-store, central office general and administrative functions such as management payroll and related benefits, travel, information systems, accounting, purchasing and legal costs as well as the depreciation and amortization of central office leasehold improvements, furniture and fixtures, computer hardware and software and intellectual property. General and administrative expenses also include a central office marketing department, primarily payroll and related benefits expense, but exclude advertising expenses, such as direct mail catalogs and television advertising, which are included in store contribution.
(3)	Non-store activities include our webstore, seasonal and event-based locations and franchising and licensing activities.

Seasonality and Quarterly Results

      The following is a summary of certain unaudited quarterly results of operations data for each of the last two fiscal years and for the first half of fiscal 2004.

			Fiscal Year Ended December 28, 2002																Fiscal Year Ended January 3, 2004																Fiscal 2004
			First				Second				Third				Fourth				First				Second				Third				Fourth				First				Second
			Quarter				Quarter				Quarter				Quarter				Quarter				Quarter				Quarter				Quarter(1)				Quarter(2)				Quarter
			(Dollars in millions, except per share data)
Total revenues			$	37.2			$	36.9			$	42.3			$	52.6			$	47.9			$	44.7			$	48.0			$	73.1			$	69.6			$	66.1
Gross margin				17.7				16.8				19.2				24.5				21.5				19.1				20.4				35.9				33.5				31.7
Net income				2.6				0.2				1.1				2.0				1.4				0.5				0.9				5.3				5.3				4.9
Earnings per common share:
	Basic			0.20				(0.04	)			0.05				0.14				0.08				(0.01	)			0.03				0.48				0.48				0.44
	Diluted			0.15				(0.04	)			0.05				0.11				0.08				(0.01	)			0.03				0.30				0.30				0.27
Number of stores (end of quarter)				73				87				100				108				109				123				143				150				151				157

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(1)	Results for the fourth quarter of fiscal 2003 were impacted by the following:

	•	The quarter contained 14 weeks rather than the typical 13 weeks. Total revenues for the extra week were $9.0 million.
	•	The deferred revenue balance was adjusted to reflect projected redemption rates in our frequent shopper program. This resulted in a reduction in the deferred revenue balance and a corresponding increase in total revenues and gross margin of $1.1 million.
	•	We incurred $2.6 million in incremental selling, general and administrative expenses to develop and test a new television and online advertising campaign in selected markets.

(2)	The results of this quarter include what we believe is the positive impact of being featured in one segment of a nationally syndicated television show.

      Our operating results for one period may not be indicative of results for other periods, and may fluctuate significantly because of a variety of factors, including those discussed under “Risk Factors — Fluctuations in our quarterly results of operations could cause the price of our common stock to substantially decline.”

      The timing of new store openings may result in fluctuations in quarterly results as a result of the revenues and expenses associated with each new store location. We typically incur most preopening costs for a new store in the three months immediately preceding the store’s opening. We expect our growth, operating results and profitability to depend in some degree on our ability to increase our number of stores.

      Historically, for stores open more than twelve months, seasonality has not been a significant factor in our results of operations, although we cannot assure you that this will continue to be the case. In addition, for accounting purposes, the quarters of each fiscal year consist of 13 weeks, although we will have a 14-week quarter approximately once every six years, including the quarter ended January 3, 2004. Quarterly fluctuations and seasonality may cause our operating results to fall below the expectations of securities analysts and investors, which could cause our stock price to fall.

Liquidity and Capital Resources

      Our cash requirements are primarily for the opening of new stores, information systems and working capital. Historically, we have met these requirements through capital generated from the sale and issuance of our securities to private investors, cash flow provided by operations and our revolving line of credit. From our inception to December 2001, we raised at various times a total of $44.9 million in capital from several private investors. Since fiscal 2002, cash flows provided by operating activities have exceeded cash flows used in investing activities.

      Operating Activities. Cash provided by (used in) from operating activities were $14.5 million in fiscal 2001, $18.7 million in fiscal 2002 and $25.2 million in fiscal 2003, and were $(1.0) million in the first half of fiscal 2003 compared to $10.8 million for the first half of fiscal 2004. Cash flow from operating activities increased each period primarily due to increases in net income adjusted for the impact of depreciation and amortization. Changes in current assets and liabilities, excluding cash, provided (used) cash of $6.7 million in fiscal 2001, $3.4 million in fiscal 2002, $4.0 million in fiscal 2003, and $(8.5) million for the first half of fiscal 2003 compared to $(5.2) million for the first half of fiscal 2004. The increases in operating cash flows for changes in current assets and liabilities, excluding cash, for the fiscal years 2001 through 2003 were primarily due to increases in gift certificates and deposits, due to the significant sale of gift certificates in December each year; increases in accounts payable and accrued expenses due to the growth of the number of stores in operation at each year-end; and increases in the deferred revenue balance. The increases in operating cash flow for the above reasons were partially offset by increases in inventory due to the growth of the number of stores in operation. For the first half of fiscal 2003, the primary reason for the $(8.5) million change in current assets and liabilities, excluding cash, was a decrease in accounts payable and accrued expenses due to the paydown of these amounts from the end of fiscal 2002. For the first half of fiscal 2004, the primary reason for the $(5.2) million change in current

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      Investing Activities. Cash flows used in investing activities were $23.3 million in fiscal 2001, $20.2 million in fiscal 2002 and $20.5 million in fiscal 2003, and were $11.2 million in the first half of fiscal 2003 compared to $5.1 million for the first half of fiscal 2004. Cash used in investing activities relates primarily to 32 new stores opened in fiscal 2001, 37 in fiscal 2002, 43 in fiscal 2003, 16 in the first half of fiscal 2003 and eight in the first half of fiscal 2004. The costs of registering our intellectual property rights and certain costs related to the designing and leasing of stores were $1.7 million in fiscal 2001, $1.6 million in fiscal 2002 and $1.9 million in fiscal 2003, and $0.6 million in the first half of fiscal 2003 compared to $0.7 million for the first half of fiscal 2004.

      Financing Activities. There were no cash flows from financing activities in fiscal 2003 and for the first half of fiscal 2004. Cash flows provided by (used in) financing activities were $19.3 million in fiscal 2001 and $(0.1) million in fiscal 2002. We raised private equity of $21.0 million in fiscal 2001. We had debt repayments of $1.8 million in fiscal 2001 and $0.1 million in fiscal 2002 and no debt repayments in fiscal 2003. Maximum borrowings under our line of credit were $3.3 million in fiscal 2003, $2.0 million in fiscal 2002 and $7.2 million in fiscal 2001. No borrowings were made under our line of credit in the first half of fiscal 2004 or the first half of fiscal 2003. We paid a special cash dividend in August 2004 of $10.0 million to our stockholders.

      Capital Resources. As of July 3, 2004, we had a cash balance of $26.3 million. We also have a $15.0 million line of credit, which we use to finance capital expenditures and seasonal working capital needs throughout the year. The credit agreement is with U.S. Bank, National Association, is secured by the assets of Build-A-Bear Workshop, Inc. and most of our subsidiaries, and is guaranteed by our Canadian subsidiary. The credit agreement expires on May 31, 2005 and contains various restrictions on indebtedness, liens, guarantees, redemptions, mergers, acquisitions or sale of assets, loans, transactions with affiliates, and investments. It also prohibits us from declaring dividends without the bank’s prior consent, unless such payment of dividends would not violate any terms of the loan agreement and so long as the difference between the maximum amount that may be borrowed under the line of credit and the amount outstanding under the line of credit is greater than $5.0 million. Borrowings bear interest at the prime rate less 0.5%. Financial covenants include maintaining a minimum tangible net worth and a maximum funded debt to EBITDA ratio. As of July 3, 2004, we were in compliance with these covenants. There were no borrowings under our line of credit as of January 3, 2004 and July 3, 2004.

      Most of our retail stores are located within shopping malls and all are operated under leases classified as operating leases. These leases typically have a ten year term and contain provisions for base rent plus percentage rent based on defined sales levels. Many of the leases contain a provision whereby either we or the landlord may terminate the lease after a certain time, typically in the third to fourth year of the lease, if a certain minimum sales volume is not achieved. In addition, some of these leases contain various restrictions relating to change of control of our company. Our leases also subject us to risks relating to compliance with changing mall rules and the exercise of discretion by our landlords on various matters, including rights of termination in some cases.

      In fiscal 2004, we expect to spend a total of approximately $12.0 million on capital expenditures, primarily for opening a total of 21 new stores, as well as for the continued installation and upgrades of central office information technology systems. In fiscal 2005, we expect to spend a total of approximately $20.0 million to $22.0 million on capital expenditures, primarily for opening a total of 25 to 30 new stores, as well as for the continued installation and upgrades of central office information technology systems. In fiscal 2003, the average investment per new store, which includes leasehold improvements (net of tenant allowances), fixtures and equipment, was approximately $350 thousand. We anticipate the investment per store in fiscal 2004 and fiscal 2005 will be approximately the same, excluding a flagship store we anticipate opening at a cost of approximately $5.0 million in Summer 2005.

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      As of July 3, 2004, there were no merchandise or expense purchases made using letters of credit. Subsequent to July 3, 2004, we issued a $1.1 million standby letter of credit in connection with a new lease. We believe that cash generated from operations and borrowings under our credit agreement, together with the proceeds of this offering, will be sufficient to fund our working capital and other cash flow requirements for at least the next 18 months. Our current credit agreement expires May 31, 2005. We expect to enter into a new credit agreement at that time. Should we be unable to put a new credit agreement into place after May 31, 2005, we do not expect this to have a material impact on our ability to fund our working capital and other cash flow requirements for at least the next 18 months.

	Off-Balance Sheet Arrangements

      We do not have any arrangements classified as off-balance sheet arrangements.

	Contractual Obligations and Commercial Commitments

      Our contractual obligations and commercial commitments include future minimum obligations under operating leases and purchase obligations associated with building out our stores. The future minimum payments for these obligations as of July 3, 2004 for periods subsequent to this date are as follows:

			Payments Due by Fiscal Period as of July 3, 2004
			Total				2004				2005				2006				2007				2008				Beyond
			(In thousands)
Long-term debt obligations			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Operating lease obligations				187,940				9,760				22,399				22,713				23,004				23,219				86,845
Purchase obligations				3,685				3,419				178				73				15				—				—
	Total		$	191,625			$	13,179			$	22,577			$	22,786			$	23,019			$	23,219			$	86,845

Inflation

      We do not believe that inflation has had a material adverse impact on our business or operating results during the periods presented. We cannot assure you, however, that our business will not be affected by inflation in the future.

Critical Accounting Policies

      The preparation of financial statements in conformity with generally accepted accounting principles requires the appropriate application of certain accounting policies, many of which require us to make estimates and assumptions about future events and their impact on amounts reported in our financial statements and related notes. Since future events and their impact cannot be determined with certainty, the actual results will inevitably differ from our estimates. Such differences could be material to the financial statements.

      We believe application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and circumstances dictate a change. Historically, we have found our application of accounting policies to be appropriate, and actual results have not differed materially from those determined using necessary estimates.

      Our accounting policies are more fully described in note 1 to our consolidated financial statements, which appear elsewhere in this prospectus. We have identified certain critical accounting policies which are described below.

	Inventory

      Inventory is stated at the lower of cost or market, with cost determined on an average cost basis. Historically, we have not conducted sales whereby we offer significant discounts or markdowns, nor have

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      Throughout the year we record an estimated cost of shortage based on past historical results. Periodic physical inventories are taken and any difference between the actual physical count of merchandise and the recorded amount in our records are adjusted and recorded as shortage. Historically, the timing of the physical inventory has been near the end of the fiscal year so that no material amount of shortage was required to be estimated on activity between the date of the physical count and year-end. However, future physical counts of merchandise may not be at times at or near the end of a fiscal quarter or fiscal year-end, and our estimate of shortage for the intervening period may be material based on the amount of time between the date of the physical inventory and the date of the fiscal quarter or year-end.

	Long-Lived Assets

      If facts and circumstances indicate that a long-lived asset, including property and equipment, may be impaired, the carrying value is reviewed. If this review indicates that the carrying value of the asset will not be recovered as determined based on projected undiscounted cash flows related to the asset over its remaining life, the carrying value of the asset is reduced to its estimated fair value. During fiscal 2001, we recorded an asset impairment charge for three stores totaling $1.0 million. Impairment losses in the future are dependent on a number of factors such as site selection and general economic trends, and thus could be significantly different than historical results. To the extent our estimates for net sales, gross profit and store expenses are not realized, future assessments of recoverability could result in additional impairment charges.

	Revenue Recognition

      Revenues from retail sales, net of discounts and excluding sales tax, are recognized at the time of sale. Guest returns have not been significant. Revenues from gift certificates are recognized at the time of redemption. Unredeemed gift certificates are reflected as an other liability in the financial statements.

      We have a frequent shopper program whereby guests who purchase approximately $100 of merchandise receive a card for $10 off a future purchase. An estimate of the obligation related to the program, based on historical redemption rates, is recorded as deferred revenue and a reduction of net sales at the time of original purchase. The deferred revenue obligation is reduced at the time of redemption of the $10 discount.

      We evaluate the ultimate redemption rate under this program through the use of frequent shopper cards which have an expiration date after which the frequent purchase discount would not have to be honored. The initial card had no expiration date but has not been provided to our guests since May 2002. Beginning in June 2002, cards were issued that had an expiration date of December 31, 2003. Beginning in June 2003, cards were issued with an expiration date of December 31, 2004. We track redemptions of these various cards and use actual redemption rates by card series and historical results to estimate how much revenue to defer. We review these redemption rates and assess the adequacy of the deferred revenue account at the end of each second quarter and each fiscal year. Based on this assessment at the end of fiscal 2003, the deferred revenue account was adjusted downward by $1.1 million with a corresponding increase to net sales. Additionally, the amount of revenue being deferred beginning in fiscal 2004 was decreased from the previous deferral rate. Our assessment of the deferred revenue balance as of July 3, 2004 resulted in no adjustment to the balance of the deferred revenue amount. However, the amount of revenue being deferred beginning with the third quarter of fiscal 2004 was further reduced. We believe that the newly introduced national television and online advertising campaign introduced in fiscal 2004 is increasing the mix of new, non-frequent guests as compared to the historical mix and is anticipated to result in a lower overall redemption rate for the frequent buyer program. A 0.1% adjustment of the

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Recent Accounting Pronouncements

      Statement of Financial Accounting Standards (SFAS) 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, was issued in May 2003. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. In November 2003, the FASB issued Staff Position No. 150-3, which deferred the effective dates for applying certain provisions of SFAS 150 related to mandatorily redeemable interests for public and nonpublic entities.

      For public entities, SFAS 150 is effective for mandatorily redeemable financial instruments entered into or modified after May 31, 2003, and is effective for all other financial instruments as of the first interim period beginning after June 15, 2003. The adoption of SFAS 150 is not expected to have an impact on our financial position, results of operations or cash flows.

      In March 2004, the Emerging Issues Task Force completed its discussion of and provided consensus guidance on Issue No. 03-6, Participating Securities and The Two-Class Method under FASB Statement No. 128, Earnings Per Share. The consensus interpreted the definition of a “participating security,” required the use of the two-class method in the calculation and disclosure of basic earnings per share, and provided guidance on the allocation of earnings and losses for purposes of calculation of basic earnings per share. Certain of our classes of preferred stock are entitled to participate in cash dividends on common stock. Accordingly, this consensus has been applied in the calculation of basic earnings per share for all periods presented.

Quantitative and Qualitative Disclosures About Market Risk

      Our market risks relate primarily to changes in interest rates. We bear this risk in two specific ways. First, our revolving credit facility carries a variable interest rate that is tied to market indices and, therefore, our statement of income and our cash flows will be exposed to changes in interest rates. As of July 3, 2004, we had no borrowings. Outstanding balances under our credit facility bear interest at a rate of prime less 0.5%. Based on the weighted average borrowings outstanding during fiscal 2003 of approximately $0.3 million, a 100 basis point change in interest rates would result in an no material change to our annual interest expense. The second component of interest rate risk involves the short term investment of excess cash in short term, investment grade interest-bearing securities. These investments are considered to be cash equivalents and are shown that way on our balance sheet. If there are changes in interest rates, those changes would affect the investment income we earn on these investments and, therefore, impact our cash flows and results of operations.

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BUSINESS

Overview

      We are the leading, and only national, company providing a “make your own stuffed animal” interactive retail-entertainment experience. As of July 3, 2004, we operated 157 stores in 37 states and Canada and had five franchised stores internationally, all under the Build-A-Bear Workshop brand. Our concept is based on our guests creating, personalizing and customizing their stuffed animals, and capitalizes on what we believe is the relatively untapped demand for experience-based shopping as well as the widespread appeal of stuffed animals.

      We offer an extensive and coordinated selection of merchandise, including over 30 different styles of animals to be stuffed and a wide variety of clothing, shoes and accessories for the stuffed animals. Our concept appeals to a broad range of age groups and demographics, including children, teens, parents and grandparents. We believe that our stores, which are primarily located in malls, are destination locations and draw guests from a large geographic reach. Our stores average 3,100 square feet in size and have a highly visual and colorful appearance, including custom-designed fixtures featuring teddy bears and other themes relating to the Build-A-Bear Workshop experience. In addition to our mall-based stores, we market our products and build our brand through our website and event-based locations such as the NBA All-Star Jam Session, and sports venues such as the Philadelphia Phillies’ Citizens Bank Park, where we operate a Make Your Own Phanatic^TM by Build-A-Bear Workshop store.

      During fiscal 2003, we developed and tested in select markets a multi-media marketing program targeting our core demographic guests, principally parents and children. The program incorporated consistent messaging across a variety of media, including television, online and direct mail advertising. We designed the program to increase our brand awareness and store traffic and attract more first-time and repeat guests. We introduced this program nation-wide in February 2004 and have experienced an increase in our comparable store sales in every month since the rollout.

      Since opening our first store in St. Louis, Missouri in October 1997, we have sold over 20 million stuffed animals. We have grown our store base from 14 stores at the end of fiscal 1999 to 157 as of July 3, 2004 and increased our revenues from $106.6 million in fiscal 2001 to $213.4 million in fiscal 2003, for a compound annual revenue growth rate of 41.6%, and increased net income from $1.9 million in fiscal 2001 to $8.0 million in fiscal 2003, for a compound annual net income growth rate of 104.6%.

      We have received several industry awards which recognized our achievements with respect to growth, design, concept, and concept execution. For example, based on a survey of nearly 3,000 North American shopping center management professionals, we were one of six retailers to receive the “2004 Hot Retailer Award” from the International Council of Shopping Centers presented annually to retailers that “create products and services that bring customers to shopping centers by continually re-inventing products while creating an exciting and interesting shopping experience.” With a broad worldwide membership ranging from shopping center owners, developers, investors, and lenders to retailers, other professionals, academics and public officials, the International Council of Shopping Centers is a global trade association of the shopping center industry. We were also the sole recipient in 2001 of the “Retail Innovator of the Year” award recognizing “a merchant’s singular, innovative approach to the retail trade” from the National Retail Federation, a worldwide retail trade association with membership that comprises a variety of retail formats and channels of distribution and represents a number of state, national and international retail associations.

Competitive Strengths

	We offer an exciting interactive shopping experience.

      Unlike most other mall-based retail stores, the Build-A-Bear Workshop experience is not exclusively product driven but rather integrates the stuffed animal-making process with our creative merchandise selection. Our highly visual and colorful stores feature a teddy bear theme, displays of numerous, fully-

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	•	selecting the amount of stuffing;
	•	making a special wish on the distinctive, three-dimensional, fabric heart before placing it inside the animal;
	•	selecting a pre-recorded message or creating a personalized voice message for the animal;
	•	dressing the animal in selected clothing and accessories; and
	•	creating the animal’s birth certificate.

      When finished, our guests carry their purchases from our stores in our signature packaging, including our “Cub Condo” carrying case, “Beararmoire” clothing carrier, “CubCase” suitcase or “Bear Bunk Trunk,” which also are intended to raise awareness and recognition of our brand.

	We have a broad and loyal guest base.

      We believe our distinctive retail entertainment shopping experience has made Build-A-Bear Workshop a destination retailer with a broad and loyal guest base that enjoys our concept and therefore returns to make additional purchases. Our major guest segments include:

	•	families with children, primarily age three to twelve;
	•	their grandparents, aunts and uncles;
	•	teen girls who occasionally bring along their boyfriends; and
	•	child-centric organizations, such as scouting organizations and schools, looking for interactive entertainment options.

      We believe our success in creating an exciting and memorable shopping experience is reflected by our guest satisfaction scores. During the first half of fiscal 2004, 90% of guests who completed our guest satisfaction survey gave their overall experience the highest or the second highest rating, with 74% giving the highest rating of “Beary Best.” Approximately 80% of returning guests who responded to our surveys in 2003 indicated that they pre-planned their visit to our stores. We believe the loyalty of our guests is further demonstrated by the number of return visit purchases. Over 43% of all stuffed animals registered in our database in fiscal year 2003 were associated with a household that had previously purchased a stuffed animal from our store. In addition, in fiscal 2003, over 30% of our transactions did not include a stuffed animal purchase but rather purchases of clothing and other items which we believe were for previously purchased animals.

      Our active store environment also makes our stores an attractive location for birthday and other parties which we believe introduce new guests to our stores. In 2003, Build-A-Bear Workshop hosted

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	We have strong merchandising expertise.

      Through our in-house design and product development team, we have developed a coordinated, creative and broad merchandise assortment, the vast majority of which is designed by us. Our exclusive products, which include a variety of animals, clothing, shoes and accessories, are branded with the Build-A-Bear Workshop mark. Our merchandising strategy emphasizes inventory flexibility, well-edited, high-quality product selections, operating efficiencies and the avoidance of merchandise markdowns and promotions in order to maximize gross margins. Through guest feedback and monitoring the fashion and entertainment markets, we are able to offer current fashions that drive clothing and accessory sales as well as respond to other market influences that generate product line and animal additions, including our exclusive line of shoes for stuffed animals licensed from and designed by SKECHERS® or stuffed animal outfits licensed from Limited Too® or professional sports leagues. Our experienced product development team regularly evaluates new and innovative fashion styles and trends and introduces new items and retires existing items in order to maintain an exciting merchandise assortment for our guests. We also consult regularly with our Cub Advisory Board, made up of children from 8 to 18 years of age, which gives us valuable input and feedback on our merchandise.

      We typically carry approximately 450 individual products, each represented by a stock-keeping unit, or “SKU,” in our stores, as we intend for each item to be highly productive. Our product line includes approximately 30 to 35 varieties of animals to be stuffed as well as a wide variety of other items which are displayed creatively throughout the store. We believe this merchandising strategy, along with the Build-A-Bear Workshop experience, has created a strong value proposition for our guests that allows us to emphasize the product and the experience rather than the price, avoiding the need to discount our products to drive sales.

	We provide a high level of guest service through consistent execution.

      Because our strategy since inception has been to provide a dynamic, interactive retail-entertainment experience for our guests, we have devoted significant resources and attention to guest service. In fiscal 2003, we hired less than 2.5% of applicants for store manager positions. We carefully select and train our store employees to promote a friendly and personable store environment and to provide a high level of guest service. Our above average employee retention rates, based on 2003 industry data, contribute to the consistency and quality of the guest experience. We give store managers approximately 100 hours of training at our “Bear University” before they begin work in their stores as well as ongoing training on topics such as our corporate values, sales skill development and leadership. Our Bear Builder associates complete a twenty hour in-store training course including specific training on leading parties. We receive ongoing feedback from our guests through in-store contact, emails and surveys regarding our products, experience and guest service. Research we conducted in 2003 indicated that 80% of guests who have visited more than one store rate their experience between stores as “very similar,” indicating a high degree of consistency in store execution. The same research indicated that such guests, when asked what can be done to improve their overall experience, indicated 76% of the time that “nothing” could be done to improve their store experience. We provide additional value to our guests through many events that we plan around holidays, birthdays and other Build-A-Bear Workshop product launches.

	We have an attractive store economic model.

      We believe that we have developed an appealing retail store model that is profitable and operates successfully in a variety of geographies, malls and non-mall locations. We have a site selection process that utilizes a number of criteria, including economic and demographic variables and our internal sales forecasting tools. Substantially all of our new stores have generated strong guest traffic and have been profitable in the first twelve months of operation.

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      Our stores open for the entire period averaged $502 in net retail sales per gross square foot and $1.6 million in net retail sales per store in fiscal 2003, and $287 in net retail sales per gross square foot and $879 thousand in net retail sales per store in the first half of fiscal 2004. This compares favorably with the $345 in average sales per square foot for non-anchor mall tenants for 2003, as reported by the International Council of Shopping Centers. Our store contribution as a percentage of net retail sales, excluding revenue from our webstore and seasonal and event-based locations, was 22.8% in fiscal 2003 and 26.4% in the first half of fiscal 2004, and our total net income as a percentage of total revenues was 3.7% in fiscal 2003 and 7.5% in the first half of fiscal 2004. For a reconciliation of store contribution to net income, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”

      We have reduced the average investment for our new stores in all major categories by working with our equipment and fixture suppliers to gain cost improvements while maintaining our quality standards, to gain efficiencies of scale as our order quantities have grown, and by working with our contractors to streamline the construction process in building our stores. For stores opened in fiscal 2003, our investment per store, which includes the cost of leasehold improvements (net of tenant allowances), fixtures and equipment, inventory (net of trade payables), and pre-opening expenses, averaged $485 thousand, a decrease of 19% from the average investment for stores opened in fiscal 2002. In addition, we currently target a smaller sized store than we have opened in the past. Currently, our new store target size is 2,800 square feet, compared to an average store size of approximately 3,100 square feet for our existing mall-based stores as of July 3, 2004. We believe we can achieve similar sales results, operate as efficiently, and serve our guests as effectively in this smaller store while improving our overall profitability.

	We have a highly experienced and disciplined management team.

      Our senior management team has extensive experience in a variety of retail sectors and in corporate management, averaging 25 years of relevant experience. Our management team is led by our Chief Executive Bear, Maxine Clark, who founded our company and has over 32 years of experience in the retail industry. As we have continued to build our company, we have added key leaders in selected areas of our business, including the recent addition of Barry Erdos as our President and Chief Operating Officer Bear, who brings over thirty years of experience with some of the leading retailers in the United States. We believe we have attracted a highly talented and experienced team to continue to grow the Build-A-Bear Workshop brand and our company.

      We believe we employ a deliberative and disciplined management process that is brand driven and balances careful measurement and analysis of our business with experienced merchandising and guest insight. Despite our rapid growth, we work to maintain a small-company feel that encourages collaboration, creative thinking and interaction at all levels. Our core values include teamwork, striving for breakthrough results, including in our financial performance, open communication, and a commitment to learning. We strive to be a socially responsible citizen in the communities in which we operate. For example, we hold charitable events such as our annual “Stuffed with Hugs” day through which over 100,000 stuffed animals have been donated to charitable organizations. Similarly, we support local children’s cancer organizations, local animal shelters and children’s literacy programs by giving a portion of the proceeds from the sale of selected stuffed animals to these causes.

Growth Strategy

      Our growth strategy is to develop and expand the reach of the Build-A-Bear Workshop brand. We expect our brand to grow in awareness and recognition as we continue to add additional locations domestically and internationally and pursue our expanded marketing efforts. We believe that the strength

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	Continue to expand our store base in the United States and Canada.

      We have increased our store locations throughout the United States and Canada from 14 at the end of fiscal 1999 to 157 as of July 3, 2004. We plan to open a total of 21 Build-A-Bear Workshop stores in the United States and Canada in fiscal 2004, all of which have executed leases and eight of which had been opened as of July 3, 2004. In addition, we expect to open approximately 25 to 30 new stores in fiscal 2005 in new and existing markets in the United States and Canada, most of which have already been identified. We believe there is a market potential for approximately 350 Build-A-Bear Workshop stores in the United States and Canada.

	Continue to expand our retail concept outside the United States and Canada.

      We believe that there is continued opportunity to grow our Build-A-Bear Workshop concept and brand outside of the United States and Canada. Our franchisees have retail or real estate experience and have opened five Build-A-Bear Workshop stores in several foreign countries under master franchise agreements on a country-by-country basis. We have agreements with franchisees in the United Kingdom, Japan, South Korea, Denmark, Australia, France and the Republic of China (Taiwan). In fiscal 2003, our first franchised store opened in the United Kingdom. By the end of fiscal 2004 we expect our franchisees to open a total of eight to twelve stores under these agreements, four of which had been opened as of July 3, 2004. We expect our franchisees to open between 15 and 20 new stores in fiscal 2005 under existing and anticipated franchise agreements. We believe there is a market potential for approximately 350 franchised stores outside the United States and Canada.

	Continue to expand non-mall locations.

      Based on our experience with non-mall based stores in tourist locations at the Downtown Disney® District at the Disneyland® Resort in Anaheim, California, Navy Pier in Chicago, Illinois and Broadway at the Beach in Myrtle Beach, South Carolina, we believe we have growth opportunities in additional non-mall locations such as other tourist venues and sports stadiums. These locations provide us with high-traffic venues with captive audiences that are generally comprised of a somewhat different demographic than typically visits the malls in which we operate. We believe our presence in these alternative venues enhances our brand awareness and introduces new guests to our concept, which can lead to increased customer traffic for our mall-based stores. On April 3, 2004, we opened an approximately 380 square foot, in-park store location at Citizens Bank Park, home of the Philadelphia Phillies baseball club, where guests can “Make Your Own Phanatic^TM” or make the Build-A-Bear Workshop mascot Bearemy. This store has significantly exceeded our original sales plan. We are in discussions with other professional sports teams about opening similar locations. While growth opportunities in sport stadiums and tourist locations may be limited, we believe the experience we are gaining from these alternative retail arrangements can be expanded into other non-mall locations, such as theme parks, cruise ships and other tourist locations.

	Seek to expand into new lines of experiential retail.

      We believe that consumer demand for additional experiential retail concepts is relatively untapped and that our expertise in product development and providing a consistent shopping experience can be applied to other experiential retail brands and concepts. We expect to be able to leverage our extensive guest database to market these new brands and concepts.

      In fiscal 2003, we began testing in certain markets our initial brand expansion initiative, our proprietary “Friends 2B Made” line of make-your-own dolls and related products. We believe these stuffable, poseable, huggable dolls, which are approximately fifteen inches tall with an emphasis on fashion, hair and make-up, bring to dolls what Build-A-Bear Workshop has brought to teddy bears — an opportunity to participate in the creation and customization of the doll. Currently, these dolls are offered

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	Pursue other non-retail opportunities.

      We have entered into a series of licensing arrangements with leading manufacturers, such as American Greetings, Creative Imaginations, Elan-Polo, HarperCollins, Hasbro and Springs, to develop a collection of lifestyle Build-A-Bear Workshop branded products including greeting cards, scrapbook supplies, shoes, books, toys and bedding, fabric and bath accessories. We believe those products have the potential to integrate the Build-A-Bear Workshop brand into our guests’ lifestyles and other play activities enhancing our brand image and keeping our brand awareness top-of-mind with our guest. Since August 2004, a line of Build-A-Bear Workshop mini-plush toy kits and accessories from Hasbro has been featured exclusively in Target stores. In addition, in Fall 2004, we anticipate a line of scrapbooking papers and accessories from Creative Imaginations will be distributed to premier scrapbooking stores and a line of activity books by HarperCollins will be distributed to select bookstores, including Amazon.com®. We believe that these licensing initiatives have the potential to expand the reach of our brand, raise brand awareness, reach shoppers in non-mall locations and increase our revenues. We select licensees that we believe are leaders in their respective sectors and that understand and share our strategic vision for offering guests exciting and interactive merchandise. We have policies and practices in place intended to ensure that the products manufactured under the Build-A-Bear Workshop mark adhere to our quality, value and usability standards.

Industry and Guest Demographics

      While Build-A-Bear Workshop offers consumers an interactive and personalized experience, our tangible product is stuffed animals, including our flagship product, the teddy bear, a widely adored stuffed animal for over 100 years. According to data published by the International Council of Toy Industries, worldwide sales of retail plush toys was $4.4 billion and retail sales of dolls was over $6.6 billion in 2000, which combined represent about 20% of the $55 billion worldwide toy industry (excluding video games). In addition, a study conducted for the Toy Industry Association reported U.S. sales of retail plush toys was $1.4 billion and retail sales of dolls was $2.8 billion in 2003, for a combined total of over $4 billion. In 2003, Playthings Magazine ranked us as the 20th largest toy retailer in the United States for 2002 based on sales.

      Our guests are very diverse, spanning broad age ranges and socio-economic categories. Major guest segments include families with children, primarily ages 3 to 12, grandparents, aunts and uncles, teen girls who occasionally bring along their boyfriends and child-centric organizations looking for interactive entertainment options such as scouting organizations and schools. Based on information compiled from our guest database for 2003, the average age of the recipient of our stuffed animals at the time of purchase is eleven years old and children aged one to fourteen are the recipients of approximately 80% of our stuffed animals.

      According to the United States Census Bureau, in 2002 there were over 60 million children age 14 and under in the United States. While the size of this population group is projected to remain relatively stable over the next decade, the economic influence of this age group is expected to increase. Based on a recent third-party publication, we believe that children’s spending has doubled every ten years for the past three decades, tripling in the 1990s. Direct spending by children aged four to twelve was estimated at $2.2 billion in 1968, $4.2 billion in 1984 and $17.1 billion in 1994 and 2002 estimates placed spending by this demographic at $40 billion. By 2006, children are expected to directly spend more than $50 billion as well as influence hundreds of billions of dollars in additional family spending.

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The Build-A-Bear Workshop Experience

      We believe our guests, from toddlers to grandparents, associate a visit to Build-A-Bear Workshop with a hands-on, entertaining experience, a focus on quality merchandise and a fun store environment. Our stores are designed to be open and inviting with an entryway that spans that majority of our storefront with wide aisles to accommodate families and groups. Our highly visual and colorful stores feature a teddy bear theme, displays of numerous, fully-dressed stuffed animals and custom-designed fixtures that are intended to energize our guests and add to the overall shopping atmosphere. Special “bear” phrases are used selectively in our store design, such as “Beauty is in the eye of the bearholder,” “I never met a teddy I didn’t like” and “It doesn’t hurt to let your stuffing show,” in order to convey the values and culture of the Build-A-Bear Workshop brand.

      Guests who visit Build-A-Bear Workshop enter a teddy-bear-themed environment consisting of eight stuffed animal-making stations. Cheerful proprietary teddy bear music plays, and the sign system is easy to read to distinguish each station and direct the guests through the animal-making process. At each station a friendly and knowledgeable Bear Builder associate is available to explain the process.

      The animal-making process is comprised of the following eight stations:

	•	Choose Me: Upon entering our stores, guests are greeted by our First Impressions Bear who introduces our concept and our collection of furry stuffed animals. Depending on the season, we typically offer between 30 and 35 varieties of animals, including teddy bears, bunnies, dogs, kitties, a frog, a monkey, or a pony as well as a selection of limited edition Collectibear products. Fully stuffed versions of the animals are displayed along a wall so guests can see and touch each animal before selecting an unstuffed animal, or skin, of their own.
	•	Hear Me: Guests may select from 16 sound choices to insert inside the animal, including our “Build-A-Sound” option which allows a guest to record their own ten-second message to further personalize their animal. Pre-recorded sounds can also be selected, including giggles, barks, meows, and other animal sounds as well as songs or messages such as “I love you.”
	•	Stuff Me: With the assistance of a Bear Builder associate, the guest pumps stuffing into the animal until it reaches the appropriate firmness and passes the guest’s own “huggability” test. After the guest pumps the pedal of the stuffing machine, they participate in our signature “heart ceremony” in which they make a special wish before placing the distinctive, three-dimensional, fabric heart inside the animal.
	•	Stitch Me: The Bear Builder associate sews up the back of the animal through an exclusively licensed, pre-laced system. Before closing the animal, the Bear Builder associate inserts a unique barcode into the animal. Our “Find-A-Bear” identification system allows us to reunite a missing stuffed animal with its registered owner if it is ever lost and returned to us at one of our stores.
	•	Fluff Me: Guests air wash and fluff the stuffed animal with air blowers and brushes at our “bear bath.” This step ensures the new animal is well-groomed and “paw-fectly huggable.”
	•	Dress Me: We carry a variety of clothing items, outfits, and accessories so our guests can customize their stuffed animals. Clothing items include t-shirts with slogans such as “Hug Freely” to wear with jeans, “Hibernities,” our exclusive sleepwear for stuffed animals, multi-piece outfits and authentic sports uniforms. Our stores associates, also known as Pawsonal Shoppers, are trained in bear fashion coordination and are on hand to help select the “pawfect” accessories such as “Bearyjane” shoes, glasses, or hats. The popularity of our Dress Me station is evidenced by the large number of transactions made by guests returning to purchase outfits and other items for what we believe to be a previously purchased animal; this category comprised over 30% of all transactions in fiscal 2003.
	•	Name Me: Guests proceed to a computer terminal where they sit and are guided through a child-friendly program that allows them to name their animal and also register their personal information in our Find-A-Bear identification system. The animal’s name will appear on its own personalized

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		birth certificate or storybook. Since the majority of our registrants are children 12 years of age and under, we are extremely sensitive to privacy issues and have a strict policy that governs our database use and maintenance and do not share personally identifiable data with any third parties for marketing purposes.
	•	Take Me Home: As the new stuffed animal friend is packaged for its trip home, along with its birth certificate or story, in its very own collectible “Cub Condo,” guests can recite the “Bear Promise” to complete the experience. Clothing and accessories go home in our “Beararmoire” or “Bear Bunk Trunk.” Each animal receives a “Lifetime Paw Pass” so they can return and visit our stores to be restitched, restuffed or refluffed whenever their owner wishes.

      The duration of a guest’s experience can vary greatly depending on his or her desires. While most guests choose to participate in the assembly process described above, which we believe takes an average of 45 minutes to complete, guests can also visit a Build-A-Bear Workshop store and purchase items such as clothing, accessories, our “Bear Bucks” gift certificates or pre-made animals in only a few minutes.

Merchandising and Product Development

      Through our in-house design and product development team, we have developed a coordinated, creative and broad merchandise assortment, including a variety of animals, clothing, shoes and accessories. We believe our merchandise is an integral part of our concept and that the proprietary design of many of the products we offer is a critical element of our success while the authentic and fashionable nature of our products greatly enhances our brand’s appeal to our guests. Our product development team regularly monitors current fashion and culture trends in order to create products that we believe are most appealing to our guests, often reflecting similar styling to the clothes our guests wear themselves. We test our products on an on-going basis to ensure guest demand supports order quantities. We also consult regularly with our Cub Advisory Board, which is made up of children from 8 to 18 years of age, which gives us valuable input and feedback on our merchandise. Through our focused vendor relationships, we are able to source our merchandise in a manner that is cost-effective, maximizes our speed to market and facilitates rapid reorder of our best-selling items.

      There are typically fewer than 450 SKUs in our store at any one time so we intend for each item to be highly productive. Our product line typically includes approximately 30 to 35 varieties of animals to be stuffed, as well as a wide variety of other items, such as athletic uniforms, seasonal costumes and our exclusive Hibernities sleepwear collection, fun accessories, such as glasses, hats, Paw Wear, and sports equipment as well as other “Bear Stuff” accessories including backpacks, Comfy Stuff Fur-niture and camping equipment. We enhance the authentic nature of a number of our products with strategic product licensing relationships with brands that are in demand with our guests such as officially sanctioned NBA and MLB^TM team apparel, SKECHERS® shoes, Limited Too clothing or official Royal Canadian Mounted Police uniforms. Our clothing is inspired by human fashion and includes authentic details such as functional buttons, working pockets, belt loops, and zippers and are customized for our animals with child-friendly, easy-to-dress details such as an opening for the stuffed animal’s tail and adjustable closures to help fit any size animal.

      Our clothing includes:

	•	complete athletic uniforms, including NBA, NHL and MLBTM branded items
	•	casual sportswear, including branded items from Limited Too
	•	costumes (including various new items for holidays)
	•	dress up (bride, tuxedo, prom)
	•	Hibernities (sleepwear)
	•	outerwear

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	•	T-shirts (including collegiate Tiny Tees)
	•	UndiBears (underwear)

      Our accessories include:

	•	glasses and sunglasses
	•	“pet” accessories for stuffed dogs
	•	cell phones
	•	hats, handbags, backpacks and totes
	•	Paw Wear (shoes and sandals)
	•	slippers
	•	SKECHERS® shoes
	•	socks

      Our other products include:

	•	camping equipment
	•	sports equipment (including skateboards and snowboards)
	•	Bear Care products
	•	sounds
	•	Comfy Stuff Fur-niture

      We display examples of stuffed animals in various outfits throughout the store to give guests ideas on how to personalize their own animal. Each animal has a Seal of Pawthenticity indicating that the stuffed animal being purchased is designed to meet our strict quality control standards. We also introduce and retire animals to keep our selection current and periodically introduce limited edition Collectibears which appeal to children as well as more serious collectors. Other collector series include “Bearemy’s Kennel Pals” in which a portion of the proceeds from the sale of each animal are paid to local animal shelters and stray pet rescue organizations across the country. Future animals to be introduced in 2004 include Sesame Workshop’s Elmo by Sesame Street® and Rudolph the Red-Nosed Reindeer® by Classic Media.

      The skins for our animals are produced from high quality acrylic materials, and the stuffing is made of a high-grade polyester fiber. We believe all of our products meet Consumer Product Safety Commission requirements for toys and American Society for Testing and Materials specifications for toy safety in all material respects. We periodically have samples of all items sold in our stores tested at independent laboratories for compliance with these requirements. Packaging and labels are developed for each product to communicate age grading and any special warnings which may be recommended by the Consumer Product Safety Commission.

      Our products are offered at prices intended to attract guests across a broad cross-section of income levels, with stuffed animals ranging from $10 for a cuddly 14-inch Lil Cub to $25 for a 16-inch Beary Limited Edition Leopard and other limited edition Collectibears. Outfits range in price from $8 to $15, accessories range from $1.50 to $12, and Paw Wear shoes range from $3 to $8. Our average transaction in fiscal 2003 was approximately $31. Given the high value proposition we believe we offer our guests, we historically have not had seasonal or advertised sales events or markdowns, but we selectively use coupons and frequent shopper discounts for our most loyal guests, as well as gift-with-purchase promotions.

      In fiscal 2003, we began testing in certain markets our initial brand expansion initiative, our proprietary “Friends 2B Made” line of make-your-own dolls and related products. We believe these stuffable, poseable, huggable dolls, which are approximately fifteen inches tall with an emphasis on fashion,

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Marketing

      We believe that the strength of the Build-A-Bear Workshop brand is a competitive advantage and an integral part of our strategy. Our goal is to continue to build the awareness of our brand and the recognition of our name as a destination retailer that provides experience-based shopping across a broad range of age groups and demographics.

      Historically, our marketing program relied heavily on our retail store locations, word-of-mouth referrals, public relations, and direct mail campaigns to our proprietary guest database in order to build our brand and attract new guests. After conducting market research in 2003, we concluded we had a significant opportunity to raise awareness of our brand and began developing a more integrated marketing plan that included national television advertising and online components. Starting in November 2003, we tested our new marketing program in selected, representative markets. Based on the results of the test, in February 2004 we rolled the program out on a national basis and realized an increase in every month of the first half of fiscal 2004 since the rollout, resulting in an increase of 13.8% in our comparable store sales for the period. Our advertising expenditures were $3.5 million (3.3% of total revenues) in fiscal 2001, $6.0 million (3.5% of total revenues) in fiscal 2002, $10.9 million (5.1% of total revenues) in fiscal 2003 and $7.9 million (5.8% of total revenues) for the first half of fiscal 2004.

      We employ several different marketing programs to drive traffic to our stores and grow awareness of our brand. Because we have a relatively balanced quarterly business, we can benefit from advertising campaigns that run in all four quarters of the year.

      Television and Online Advertising. We feel that the interactive product and experience that we offer is most effectively communicated in media such as television that offers high visual and sensory impact, particularly for new potential guests. When we rolled out our television advertising on a national basis, we focused on a mix of children’s cable programming that has high co-viewing levels for adults, particularly mothers. Online advertising supports the television messaging and is featured on popular, family-oriented websites. We believe that television and online advertising will continue to be critical in our marketing mix, particularly in our current brand building stage as we take steps to raise consumer awareness of our products and services.

      Direct Mail and Email. We have over nine million unique household addresses in our database and we have developed a targeted direct mail program using purchasing history data for each household. We mail more than 14 million catalogs annually to our best guests, typically mailing seasonal multi-page catalogs for Valentine’s Day, Spring, Summer, back-to-school and Holiday. These color catalogs are typically 12 to 16 pages in length and are intended to drive traffic to our stores by featuring new merchandise offerings and announcing special events that are timely to that season. Store displays support our direct mail materials and allow us to capitalize on mall traffic while helping guests find the featured merchandise. Specialty targeted mailings include sending a birthday card to selected guests that includes a $5 gift certificate. Also integrated into our marketing plan is an email program which is designed to bring guests to our stores for special events, new animal launches, new product offerings, and new store openings. Generally, the messaging is targeted to specific age groups or interest groups while reaching over two million guests per mailing. In addition to greetings on their own birthdays, select guests receive a greeting via email on the anniversary of the creation of each stuffed animal friend inviting them to visit the store and get a birthday gift for their furry friend.

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      Parties. In 2003 we hosted over 90,000 parties in our stores with approximately one million children attending. We believe these parties typically introduce at least two of every ten party guests to our concept for the first time. Each child receives an age appropriate “goody bag” that includes a return visit coupon as well as a rotating offering of gifts and sampling opportunities from companies with which we have established marketing relationships such as Nestlé. Parties can be scheduled in our stores, online or through our guest service center and are promoted via in-store events, local parent and family publications and direct mail to the parents of a birthday child. Nearly a half million party mailers were sent last year. Each store may also do local party promotion to schools, scout troops, day care centers and other child-centric organizations in their area.

      Store Events. We have developed special in-store and in-mall events to enhance the entertainment and memorable nature of our store visits. The majority of our in-store events are created to tie into holidays and new product launches. The events generally take place over a three-day weekend and are promoted via in-store signage, guest invitations, the website and email solicitations. Many of our returning guests have come to anticipate these events, planning them into their family weekend activities.

      Our in-store and in-mall event calendar has scheduled an average of two events per store, per month, including events such as “Furry Fashion Shows,” “Bearemy’s Birthday Bash,” “Love Stuff Headquarters” for Valentine’s Day, and the “Kooky Spooky Bear Bash” at Halloween. Our life-sized mascots, Bearemy and Pawlette Coufur are typically present at these events to entertain our guests and promote our brand. We believe these events create a sense of community for our guests, help increase repeat visits, and appeal to collectors of our products.

      In 2004, we launched our party season in all of our stores with our Ultimate Build-A-Party store event and promotion which was tied to Leap Day. Special gifts were sent to Leap Day birthday celebrants around the United States and Canada. Each guest with a February 29th birthday was offered a free bear and 40% of these promotional offers were redeemed in our stores. In addition, all qualifying guests visiting our stores that weekend were given a t-shirt gift with their purchase. In two days, we gave away nearly 60,000 free t-shirts for children and adults. This promotion extended to our web site as well by encouraging guests to vote on the components of the “ultimate party.” This was our first national sweepstakes and was entered by over 45,000 guests. We expect to leverage our national store presence with large scale events similar to the Ultimate Build-A-Party on a regular basis.

      Website. Our website, www.buildabear.com, has averaged over 620,000 unique visitors per week in the first half of fiscal 2004, an increase of 160% over the same period in fiscal 2003. In addition to shopping, guests can find store locations, learn about new products, view the store event calendar, play games and send e-cards on our website. Guests can also use our online party scheduler to schedule parties on a real-time basis. For fiscal 2003, approximately 39% of our parties were booked using our online party scheduler. Our website is managed by an internal staff that keeps it current on a daily basis, maintains brand and content consistency and minimizes costs and speed of execution. We have implemented programs and policies designed to comply with the standards under the Federal Children’s Online Privacy Protection Act.

      Public Relations. Public relations is an important aspect of our marketing and is closely tied to our charitable programs like “Nikki’s Bear”, our global “Stuffed With Hugs Day” and this year’s “Huggable Heroes” writing contest. We have also been featured in national and local business publications and other media. Maxine Clark, our Chief Executive Bear, has appeared in segments of the Today Show, CBS Morning Show, and other local and national broadcasts telling the Build-A-Bear Workshop story. In the twelve months ended July 31, 2004, we had over 117 million audience impressions as a result of unpaid publicity in the United States and Canada, based on quantitative results provided by media tracking companies. In 2002, to celebrate the 100th year of the teddy bear, we were invited to participate in the Macy’s Thanksgiving Day Parade® and we have sponsored floats in the parade for the past two years.

      Tourism Marketing. We also have high volume store locations in selected popular tourist markets such as the Downtown Disney® District at the Disneyland® Resort in Anaheim, California, Broadway at the Beach in Myrtle Beach, South Carolina, Chicago’s Navy Pier and Las Vegas, Nevada. Although

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      Mobile Marketing. In fiscal 2004, we created an 800 square foot temporary store that can provide the full Build-A-Bear Workshop experience, while offering a more limited line of products, which we have used selectively to promote our brand at events such as the 2004 NBA All-Star Jam Session and MLB^TM All-Star FanFest events. Our main objective with our mobile store operations is to introduce more people to our brand in order to bring more traffic to our traditional mall-based locations. Our initial results for these events met our expectations and we plan to construct a mobile store in order to allow us to attend additional venues in fiscal 2005.

Licensing and Strategic Relationships

      We have developed licensing and strategic relationships with some of the leading retail and cultural organizations in the United States and Canada. We believe that our guest base and our position in our industry category makes us an attractive partner and our customer research and insight allows us to focus on strategic relationships with other companies that we believe are appealing to our guests. We plan to continue to add strategic relationships on a selective basis with companies who share our vision for our brand and provide us with attractive brand-awareness, marketing and merchandising opportunities. These relationships for specific products are generally reflected in contractual arrangements for limited terms that are terminable by either party upon specified notice.

      Product and Merchandise Licensing. We have key strategic relationships with select companies, including World Wildlife Fund®, SKECHERS®, the NBA, the WNBA®, MLB^TM, Limited Too, Disney and First Book® and, in Canada, the NHL®, Royal Canadian Mounted Police and World Wildlife Fund Canada in which we use their brands on our products sold in our stores. These strategic relationships allow both parties to generate awareness around their brands. We have relationships with groups that pursue socially responsible causes, as well as companies that have strong consumer brands, in order to respond to our guests’ interests. For example, in connection with our relationship with World Wildlife Fund, we have introduced the Giant Panda, the Beary Limited Edition Lion, Tiger, Leopard and soon, the Polar Bear. One dollar from the sale of each of these animals is paid to World Wildlife Fund. We also have a license agreement with footwear retailer SKECHERS® to sell their branded shoes for our stuffed animals. Our license agreement with Limited Too grants us the exclusive right to use certain Limited Too marks in connection with plush toy accessories and apparel, which allows our guests to purchase outfits for their animals identical to their own outfits from Limited Too. We also have limited exclusive licenses to use certain MLB^TM and NHL® marks in connection with plush toys or make-your-own stuffed animals. We also license a variety of college and university logos that we sell on t-shirts for our stuffed animals.

      Promotional Arrangements. We have also developed promotional arrangements with selected organizations. Our arrangements with the New York Mets, the Chicago Cubs, and the St. Louis Cardinals feature stuffed animal giveaways at each club’s ballpark on a day in which our brand is highly promoted within the stadium. Player appearances by these clubs as well as the New York Liberty WNBA team draw large crowds to select store locations. We also have arrangements featuring product sampling, cross promotions and shared media with companies such as Baskin-Robbins, Macy’s, Nestlé, Proctor & Gamble, and The Picture People, as well as targeted promotions with key media brands like Nickelodeon Magazine, Radio Disney and ABC Family.

      Third Party Licensing. We have entered into a series of licensing arrangements with leading manufacturers to develop a collection of lifestyle Build-A-Bear Workshop branded products including greeting cards, scrapbook supplies, shoes, books, toys and bedding, fabric and bath accessories. We believe that each of these initiatives has the potential to enhance our brand, raise brand awareness, and drive increased revenues. We select companies for licensing relationships that we believe are leaders in their

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Employees and Training

      We are committed to providing a great experience for our diverse team of associates as well as our guests. We have a distinctive culture that we believe encourages contribution and collaboration. We take great pride in our culture and feel it is critical in encouraging creativity, communication, and strong store performance. All store managers receive comprehensive training through our Bear University program, which is designed to promote a friendly and personable environment in our stores and a consistent experience across our stores. In fiscal 2003, we hired less than 2.5% of applicants for store manager positions. We focus on employing and retaining people who are friendly and focused on guest service. Our above average employee retention rates, based on 2003 industry data, contribute to the consistency and quality of the guest experience. Our store teams are evaluated and compensated not only on sales results but also the results from our regular guest satisfaction surveys. Each store has a recognition fund so that exceptional guest service can be immediately recognized and rewarded. We are committed to providing compensation structures that recognize individual accomplishments as well as overall team success.

      As of June 30, 2004, we employed approximately 660 full-time and 3,800 part-time employees. We divide our United States and Canadian store base into two geographic regions, which are supervised by our Chief Workshop Bear and two Regional Workshop Directors. Bearitory Leaders are responsible for each of our 19 bearitories consisting of between six and twelve stores. Each of our stores generally has a full-time Chief Workshop Manager and two full-time Assistant Workshop Managers in addition to hourly Bear Builder associates, most of whom work part-time. The number of part-time employees fluctuates depending on our seasonal needs. In addition to the approximately 4,260 employees at our store locations, we employ approximately 200 associates in general administrative functions at our World Bearquarters in St. Louis, Missouri. We are committed to innovation and invention and generally have confidentiality agreements with our employees and consultants. Store managers and Bearquarters associates pass specific profile assessments. None of our employees are represented by a labor union, and we believe our relationship with our employees is good.

Stores

      As of July 3, 2004, we operated 157 retail stores located primarily in major malls throughout the United States and Canada. Our mall-based stores generally range in size from 2,000 to 4,000 square feet and average approximately 3,100 square feet while our tourist location stores currently range up to 6,000 square feet. Our stores are designed to be open and inviting for guests of all ages with an entryway that spans the majority of our storefront with wide aisles to accommodate families or groups. Our typical store has an oversized “sentry bear” at the front entry and features two stuffing machines, five Name-Me computer stations, display units and flooring to enhance the guest traffic flow through the store. We select malls and make site selections within the mall based upon demographic analysis, market research, site visits and mall dynamics as well as a forecasting model that projects a potential location’s first year sales. We have identified a significant number of target sites that meet our criteria for new stores in malls and tourist locations. We seek to locate our mall-based stores near major customer entrances to or in the center of malls and adjacent to other children, teen and family retailers. After we approve a site, it

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      We lease all of our store locations. Due to our attraction as a family-oriented entertainment destination concept with average net sales per gross square foot that, in fiscal 2003, generally exceeded the average for the malls in which we operated, we have received numerous requests from mall owners and developers to locate a Build-A-Bear Workshop store in their malls. We believe that we generally have negotiated favorable exclusivity provisions in our leases.

      Most of our leases have an initial term of ten years. A number of our leases provide a lease termination or “kick out” option to either party in a pre-determined year, typically the third or fourth year of the lease, if we do not meet certain agreed upon minimum sales levels. In addition, our leases typically require us to pay personal property taxes, our pro rata share of real property taxes of the shopping mall, our own utilities, repairs and maintenance in our store, a pro rata share of the malls’ common area maintenance and, in some instances, merchant association fees and media fund contributions. Most of our leases also require the payment of a fixed minimum rent as well as percentage rent based on sales in excess of agreed upon minimum annual sales levels.

      Following is a list of our 157 stores in the United States and Canada by state and province as of July 3, 2004:

		Number of
State		Stores
Alabama			1
Arizona			3
Arkansas			1
California			13
Colorado			4
Connecticut			3
Delaware			1
Florida			7
Georgia			5
Illinois			6
Indiana			4
Iowa			1
Kansas			2
Kentucky			2
Louisiana			1
Maryland			4
Massachusetts			6
Michigan			3
Minnesota			1
Missouri			3
Nebraska			1
Nevada			3
New Hampshire			2
New Jersey			11
New York			10
North Carolina			5
Ohio			7
Oklahoma			2
Oregon			2
Pennsylvania			8
South Carolina			2
Tennessee			5
Texas			11
Utah			2
Virginia			6
Washington			3
Wisconsin			2
Province
British Columbia			1
Alberta			2
Ontario			1

International Franchises

      In 2003, we began to expand the Build-A-Bear Workshop brand outside of the United States, opening our own stores in Canada and our first franchised location in the United Kingdom. Currently we intend to only franchise locations outside the United States and Canada. As of July 3, 2004, there were five Build-A-Bear Workshop franchised stores located in the United Kingdom, Japan, South Korea and Denmark. In addition, we recently entered into a new master franchise agreement covering the Republic of

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Sourcing and Inventory Management

      We do not own or operate any manufacturing facilities. Our animal skins, stuffing, clothing and accessories are produced by factories located primarily in China. We purchased approximately 80% of our inventory in fiscal 2001, approximately 74% in fiscal 2002 and approximately 76% in fiscal 2003 from two vendors. After specifying the details and requirements for our products, our vendors contract orders with multiple manufacturing companies in Asia that are approved by us based on our quality control and labor standards. Our suppliers can be used interchangeably as each has a sourcing network for multiple product categories and can expand its factory network as needed. We continue to diversify our vendor structure as we grow in size and as the number of product categories in our stores increases. Our relationships with our vendors generally are on a purchase order basis and do not provide a contractual obligation to provide adequate supply, quality or acceptable pricing on a long-term basis.

      Since our inception, we have significantly increased our inventory and supply chain management efficiencies. The average time from the beginning of production to arrival of the products into our stores is approximately 90 to 120 days. Our weekly tracking and reporting tools give us the capabilities to promptly adjust to shifts in demand and help us to negotiate prices with our vendors. Through a regular analysis of selling trends, we periodically update our product assortment by increasing productive styles and eliminating less productive SKUs. Our distribution centers provide further logistical efficiencies for delivering merchandise to our stores.

Distribution and Logistics

      A third-party provider warehouses and distributes a large portion of our merchandise at a 200,000 square foot distribution center in St. Louis, Missouri under an agreement that expires on March 31, 2005. We also have smaller third-party distribution centers in Toronto, Canada under a lease that expires on March 31, 2005 and Los Angeles, California under a lease that expires on February 24, 2005. All items in our assortment are eligible for distribution, depending on allocation and fulfillment requirements, and we typically distribute merchandise and supplies to each store once per week on a regular schedule which allows us to consolidate shipments in order to reduce distribution and shipping costs. Store shipments from our third-party distribution centers are scheduled throughout the week in order to smooth workflow and stores that are part of the same shipping route are grouped together to reduce freight costs.

      Transportation from the warehouses to the stores is managed by several third-party logistics providers. Merchandise is ground-shipped to one of 55 third-party pool points which then deliver merchandise to the stores on a pre-arranged schedule. Back-up supplies, such as Cub Condo carrying cases and stuffing for the animals, are often stored in limited amounts at these local pool points.

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Management Information Systems and Technology

      Management information systems are a key component of our business strategy and we are committed to utilizing technology to enhance our competitive position. Our information and operational systems utilize a broad range of both purchased and internally developed applications which support our guest relationships, marketing, financial, retail operations, real estate, merchandising, and inventory management processes. The systems are accessed over a company-wide network providing our employees with access to our key business applications. Sales and daily deposit information is collected from the stores’ point-of-sale terminals on a daily basis as well as guest information from our Name-Me system and is used to support key decisions in all areas including merchandising, allocation, and operations.

      We have developed and maintain proprietary software including domestic and international versions of our Name Me kiosk, Find-A-Bear identification, and our party scheduling systems. We have also filed an application for patent protection in the U.S. and Canada for the party scheduling system. Over the next several years we are improving our operations by installing an integrated point-of-sale system and new e-commerce software for our website, enhancing our intranet and extranet and installing a new merchandise planning software application designed to improve our purchasing and inventory control processes. We regularly evaluate strategic information technology initiatives focused on competitive differentiation and support of corporate strategy as well as tactical initiatives focused on reinforcing our internal support systems, both of which help support our growth and develop our business. Over the next several years, we also plan to replace or modify certain other systems. Our critical systems are reviewed on a regular basis to evaluate disaster recovery plans and the security of our systems.

Competition

      We view our Build-A-Bear Workshop experience as a distinctive combination of entertainment and retail. Because we are mall-based, we see our competition as those mall-based retailers that vie for prime mall locations, including various apparel, footwear and specialty retailers. We also compete with toy retailers, such as Wal-Mart, Toys “R” Us, Kmart and Target and other discount chains, as well as with a number of companies that sell teddy bears in the United States, including, but not limited to, Ty, Fisher Price, Mattel, Russ Berrie, Applause, Boyd’s, Hasbro, Commonwealth, Gund and Vermont Teddy Bear. Since we sell a product that integrates merchandise and experience, we also view our competition as any company that competes for our guests’ time and entertainment dollars, such as movie theaters, amusement parks and arcades, and other mall-based entertainment venues.

      We are aware of several small companies that operate “create your own” teddy bear and stuffed animal stores or kiosks in retail locations, but we believe none offers the breadth and depth of the Build-A-Bear Workshop experience or operates as a national retail company.

      We believe one of our competitive advantages is our ability to provide high-quality products to our guests in a fun, family-friendly, service-oriented environment and that we compete on the following bases:

	•	offering a highly satisfying overall shopping experience;
	•	store environment and ambiance;
	•	guest service;
	•	location;
	•	product presentation;
	•	product quality and selection, including licensed products from brands such as Limited Too, the NBA, the NHL®, MLBTM, SKECHERS® and Disney; and
	•	price.

      Many of our competitors have longer operating histories, significantly greater financial, marketing and other resources, and greater name recognition than we do. We cannot assure you that we will be able to

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Non-Store Properties

      In addition to leasing all of our store locations, we lease approximately 23,500 square feet for our corporate headquarters, or World Bearquarters, in St. Louis, Missouri under a lease and a separate sublease. Our “World Bearquarters” houses our corporate staff, our call center and our on-site training facilities. The lease, which covers approximately 8,500 square feet, has approximately four years remaining, which we can extend for an additional five years. The sublease, which covers approximately 15,000 square feet, also has four years remaining, which we can extend for an additional five years. We have entered into a new lease to replace the lease and sublease which goes into effect on January 1, 2005. The new lease covers approximately 52,000 square feet at the same location as our current World Bearquarters and has a four-year term, which may be extended for two additional five-year terms. We also lease approximately 8,000 square feet in St. Louis, Missouri for our web fulfillment site. This lease has approximately one year remaining.

Intellectual Property and Trademarks

      As of July 3, 2004, we had obtained over 140 U.S. trademark registrations, including Build-A-Bear Workshop® for stuffed animals and accessories for the animals, retail store services and other goods and services, over 30 issued U.S. patents with expirations ranging from 2013 through 2018 and over 100 copyright registrations. In addition, we have over 100 U.S. trademark and eight U.S. patent applications pending. We also license three patents from third-parties, including a patent for the pre-stitching system used for closing up our stuffed animals after they have been stuffed (U.S. Patent No. 6,109,196). Pursuant to an exclusive patent license agreement, we were granted an exclusive worldwide license for use of the patent in retail stores similar to ours. While we have the right to sublicense the patent, the licensor has agreed not to grant rights to any of our competitors. In the event that we or the licensor has reason to believe that a third party is infringing upon the patent, the licensor is generally required to bear the expenses required to maintain and defend the patent. The term of the agreement is for the full life of the patent and any improvements thereon. The term will expire in 2019 unless we terminate the agreement, upon notice to the licensor, in the event that the patent lapses due to the licensor’s non-payment of maintenance taxes and fees for the patent. We paid the licensor $760,000 for the license. All payments due under the license have been made and no ongoing payments are required by us.

      We believe our copyrights, service marks, trademarks, trade secrets, patents and similar intellectual property are critical to our success, and we intend, directly or indirectly, to maintain and protect these marks and, where applicable, license the intellectual property and the registrations for the intellectual property. We rely on trademark, copyright and other intellectual property law to protect our proprietary rights to the extent available in any relevant jurisdiction. We also depend on trade secret protection through confidentiality and license agreements with our employees, subsidiaries, licensees, licensors and others. We may not have agreements containing adequate protective provisions in every case, and the contractual provisions that are in place may not provide us with adequate protection in all circumstances. Any infringement or misappropriation of our intellectual property rights or breach of our confidentiality or license agreements could result in significant litigation costs, and any failure to adequately protect our proprietary rights could result in our competitors offering similar products, potentially resulting in loss of one or more competitive advantages and decreased revenues. In addition, intellectual property litigation or claims could force us to do one or more of the following: cease selling or using any of our products that incorporate the challenged intellectual property, which would adversely affect our revenue; obtain a license from the holder of the intellectual property right alleged to have been infringed, which license may not be available on reasonable terms, if at all; and redesign or, in the case of trademark claims, rename our products to avoid infringing the intellectual property rights of third parties, which may not be possible and time-consuming if it is possible to do so.

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      Despite our efforts to protect our intellectual property rights, intellectual property laws afford us only limited protection. A third party could copy or otherwise obtain information from us without authorization. Accordingly, we may not be able to prevent misappropriation of our intellectual property or to deter others from developing similar products or services. Further, monitoring the unauthorized use of our intellectual property is difficult. Litigation has been and may continue to be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type could result in substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of operations. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States.

      We also conduct business in foreign countries to the extent our merchandise is manufactured or sold outside the United States and have opened stores outside the United States in the past two years, either directly or indirectly through franchisees. We filed, obtained or plan to file for registration of marks in foreign countries to the degree necessary to protect these marks, although our efforts may not be successful and further there may be restrictions on the use of these marks in some jurisdictions.

Legal Proceedings

      From time to time we are involved in ordinary routine litigation common to companies engaged in our line of business. We are involved in several court actions seeking to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. As of the date of this prospectus, we are not involved in any pending legal proceedings that we believe would be likely to have a material adverse effect on our financial condition or results of operations.

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MANAGEMENT

Executive Officers, Directors and Key Employees

      Set forth below is the name, age, position and a brief account of the business experience of each of our executive officers, directors and key employees as of July 3, 2004. All of our directors were elected pursuant to the terms of a stockholders’ agreement. The stockholders’ agreement will terminate upon the closing of the offering. See “Certain Relationships and Related Party Transactions — Agreements with Investors.”

Name		Age				Position(s)
Maxine Clark			55			Chief Executive Bear and Chairman of the Board
Barry Erdos			60			President and Chief Operating Officer Bear
John Burtelow			56			Chief Banker Bear
Tina Klocke			44			Chief Financial Bear, Treasurer and Secretary
Teresa Kroll			50			Chief Marketing Bear
Scott Seay			42			Chief Workshop Bear
Barney Ebsworth			70			Director
James Gould			55			Director
William Reisler			48			Director
Frank Vest, Jr.			57			Director

      Maxine Clark has been our Chief Executive Bear since our inception in 1997, our President from our inception in 1997 to April 2004 and has served as Chairman of our board of directors since our conversion to a corporation in April 2000. From November 1992 until January 1996, Ms. Clark was the President of Payless ShoeSource, Inc. Prior to joining Payless, Ms. Clark spent over 19 years in various divisions of The May Department Stores Company in areas including merchandise development, merchandise planning, merchandise research, marketing and product development. Ms. Clark is a member of the Board of Directors of The J.C. Penney Company, Inc. She also serves on the Board of Trustees of the International Council of Shopping Centers and Washington University in St. Louis and on the Board of Directors of BJC Healthcare. Ms. Clark is also a member of the Committee of 200, a leading organization for women entrepreneurs around the world.

      Barry Erdos has been our President and Chief Operating Officer Bear since April 2004. Prior to joining us, Mr. Erdos was the Chief Operating Officer and a director of Ann Taylor Stores Corporation and Ann Taylor Inc., a women’s apparel retailer, from November 2001 to April 2004. He was Executive Vice President, Chief Financial Officer and Treasurer of Ann Taylor Stores Corporation and Ann Taylor Inc. from 1999 to 2001. Prior to that, he was Chief Operating Officer of J. Crew Group, Inc., a specialty retailer of apparel, shoes and accessories, from 1998 to 1999.

      John Burtelow has been our Chief Banker Bear since July 2001. Prior to joining us, Mr. Burtelow was the Chief Financial Officer, Executive Vice President and Chief Administrative Officer for Edison Brothers Stores, Inc. from January 1998 to September 1999. Edison Brothers Stores, Inc. filed a petition for reorganization under Chapter 11 of the Federal bankruptcy laws on November 3, 1995 and emerged from bankruptcy protection in September 1997. Edison Brothers refiled for bankruptcy on March 9, 1999 and immediately commenced a liquidation of all its assets. Mr. Burtelow also served as Executive Vice President-Chief Financial Officer for Ames Department Stores, Inc. from August 1994 to January 1998, for Venture Stores, Inc. from 1989 to 1994, and for several divisions of The May Department Stores Company from 1987 to 1989.

      Tina Klocke has been our Chief Financial Bear, since November 1997, our Treasurer since April 2000, and Secretary since February 2004. Prior to joining us, she was the Controller for Clayton Corporation, a manufacturing company, where she supervised all accounting and finance functions as well as human resources. Prior to joining Clayton in 1990, she was the controller for Love Real Estate

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      Teresa Kroll has been our Chief Marketing Bear since September 2001. Prior to joining us Ms. Kroll was Vice President–Advertising for The WIZ, a unit of Cablevision, from 1999 to 2001. From 1995 to 1999, Ms. Kroll was Director of Marketing for Montgomery Ward Holding Corp., a department store retailer. From 1980 to 1994 Ms. Kroll held various administrative and marketing positions for Venture Stores, Inc.

      Scott Seay has been our Chief Workshop Bear since May 2002. Prior to joining us, Mr. Seay was Chief of Field Operations for Kinko’s Inc., a national chain of copy centers, from April 1999 to May 2002. From April 1991 to April 1999, Mr. Seay held several operational roles including Senior Vice President of Operations West for CompUSA Inc., a computer retailer. From April 1983 to April 1991, Mr. Seay held several operational positions for The Home Depot, Inc.

      Barney Ebsworth has served on our board of directors since our conversion to a corporation in April, 2000 and served on an advisory board to our predecessor entity prior to that time. Mr. Ebsworth is the founder, Chairman, President and CEO of Windsor, Inc., formed in 1979 for the purpose of providing financing for venture capital, real estate and other investments. Mr. Ebsworth was the founder, Chairman, President and CEO of INTRAV, a general agency formed in 1959 for the purpose of selling travel to individuals and businesses, until the company was sold in 1999. Mr. Ebsworth also founded Royal Cruise Line and Clipper Cruise Line in 1972 and 1981, respectively. He was the Chairman, President and CEO of those companies from inception to the time they were sold in 1986 and 1997, respectively. Mr. Ebsworth is also a Trustee of the St. Louis Art Museum and the Seattle Art Museum, a Commissioner of The American Art Museum and Smithsonian Institute and a member of the Trustees Council and Co-Chairman of Collectors Committee of the National Gallery of Art, Washington D.C.

      James Gould has served on our board of directors since our conversion to a corporation in April 2000, and served on an advisory board to our predecessor entity prior to that time. Mr. Gould is a Managing General Partner of The Walnut Group, a group of affiliated venture capital funds, and has held that position since 1994. He is also the Managing Member of Gould Venture Group V, LLC, a diversified financial concern, and Managing Member and Principal Owner of Management One LLC, a firm he founded that represents professional athletes. Mr. Gould has served on numerous boards including Prevent Child Abuse America, Camp BrightLight in partnership with the YMCA and the Cincinnati Ballet Company.

      William Reisler has served on our board of directors since our conversion to a corporation in April 2000, and served on an advisory board to our predecessor entity prior to that time. Mr. Reisler is a Co-Founder and has been a Managing Partner of Kansas City Equity Partners, a private equity firm, since 1993. His investment focus is primarily in consumer and retail sectors. His corporate experience includes development of new products for Hallmark Cards, Inc. He is a former Chairman of the National Association of Small Business Investment Companies, a venture capital trade association. He is currently a member of the Board of Directors of Organized Living, Inc. and Three Dog Bakery, Inc.

      Frank Vest, Jr. has served on our board of directors since our conversion to a corporation in April 2000. Mr. Vest has been a Partner and Managing Director of Catterton Partners IV Management Company, L.L.C., Catterton Partners Management Company, L.L.C. and Catterton Partners Corporation since 1993; President of The Catterton Group, Inc. since 1984; and a Manager/ General Partner of Catterton Capital Management, L.L.C., Odyssey Limited Partnership and Anthony Woods, L.L.C. since 1990. Mr. Vest is also currently a member of the Board of Directors of Tabi International, Inc. (Canada).

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	Directors’ Terms

      Currently, we have authorized a seven member board of directors. The following individuals serve on the board pursuant to a stockholders’ agreement that will terminate upon the completion of this offering:

	•	one director who has been selected by the Barney A. Ebsworth Revocable Trust dated July 23, 1986 so long as it owns at least 50% of its originally acquired preferred stock of the company and so long as it elects either Barney A. Ebsworth or his daughter, Christiane Ebsworth Ladd, currently Barney Ebsworth;
	•	one director who has been selected by Walnut Capital Partners, L.P. and Walnut Investment Partners, L.P. so long as they own at least 50% of their originally acquired preferred stock of the company, currently James Gould;
	•	one director who has been selected by KCEP Ventures II, L.P. so long as it owns at least 50% of its originally acquired preferred stock of the company, currently William Reisler;
	•	one director who has been selected by Catterton Partners IV, L.P., Catterton Partners IV-A, L.P., Catterton Partners IV-B, L.P., Catterton Partners IV Offshore, L.P. and Catterton Partners IV Special Purpose, L.P. (collectively, “Catterton Partners”) so long as they own at least 50% of their originally acquired preferred stock of the company, currently Frank Vest, Jr.; and
	•	Maxine Clark, who has been selected by Smart Stuff, Inc.

      Our amended and restated certificate of incorporation to be effective upon completion of this offering provides that, as of the first annual meeting of stockholders, our board of directors will be divided into three classes, each with staggered three-year terms. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Maxine Clark has been designated as a Class I director, and her term will expire at the 2005 annual meeting of stockholders; Messrs. Barney Ebsworth and William Reisler have been designated as Class II directors, and their terms will expire at the 2006 annual meeting of stockholders; and Messrs. James Gould and Frank Vest have been designated as Class III directors, and their terms will expire at the 2007 annual meeting of stockholders. Currently, all our directors hold office until the next annual meeting of stockholders or until their successors are duly qualified.

      We expect our board of directors will elect another outside director within the next several months.

	Director Fees

      We pay our non-management directors not affiliated with significant stockholders $2,500 per meeting of the board of directors and $1,000 per committee meeting and are granted an option to purchase 2,500 shares upon joining our board and are annually granted an option to purchase 5,000 shares under our 2004 Stock Incentive Plan. Additionally, in May 2004, we paid a $68,250 bonus to one of our former directors, who was neither an officer nor affiliated with a significant stockholder. We do not presently pay any fees to our directors affiliated with significant stockholders or who serve as officers of the company. In the future, we intend to compensate our non-employee directors in an amount which we believe is consistent with amounts paid by comparable public companies. There are no family relationships among our directors and officers. We reimburse our directors for reasonable travel expenses related to board matters.

	Board Committees

      We have established an audit committee consisting of Frank Vest, Jr., who chairs the committee, James Gould and William Reisler. The audit committee is governed by a written charter which will be reviewed, and amended if necessary, on an annual basis. Under the charter, the audit committee will meet at least four times a year and will be responsible for reviewing the independence, qualifications and quality control procedures of our independent auditors, and will be responsible for recommending the initial or continued retention, or a change in, our independent auditors. In addition, the audit committee will be

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      We have also established a compensation committee consisting of Mr. William Reisler, who serves as chairman, and Messrs. Gould and Vest. The compensation committee will make recommendations to the board of directors regarding compensation arrangements for our executive officers, including goals and annual bonus compensation, and will consult with our management regarding compensation policies and practices. The compensation committee will also make recommendations concerning the adoption of any compensation plans in which management is eligible to participate, including the granting of stock options or other benefits under those plans. The committee will be also required to oversee management succession, prepare the committee’s report to be included in our proxy statement, report regularly to the board regarding its activities, review and reassess the adequacy of its charter on an annual basis and conduct an annual self-evaluation of committee performance.

      We have also established a nominating and corporate governance committee consisting of Mr. Gould, who serves as chairman, and Messrs. Reisler and Vest. The nominating and corporate governance committee will submit to the board of directors a proposed slate of directors for submission to the stockholders at our annual meeting, recommend director candidates in view of pending additions, resignations or retirements, develop criteria for the selection of directors, review suggested nominees received from stockholders and other and review corporate governance policies and recommend changes to the full board of directors. In addition, the committee will be required to oversee the structure and operations of the board, oversee director orientation and training, oversee and periodically review our corporate governance rules and policies and ethics codes, oversee the annual board and committee self-evaluation process, report regularly to the board regarding its activities, review and reassess the adequacy of its charter on an annual basis and conduct an annual self-evaluation of committee performance.

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EXECUTIVE COMPENSATION

      The following table sets forth certain information concerning the compensation of our Chief Executive Bear and each of our other four most highly compensated current executive officers during the fiscal year ended January 3, 2004. We have also included information for two additional executive officers. We refer to these persons as the “named executive officers” elsewhere in this prospectus.

Summary Compensation Table

																			Long-Term Compensation Awards
							Annual Compensation
																			Restricted				Stock				Long-Term
															Other Annual				Stock				Options/				Incentive				All Other
Name and Principal Position			Year				Salary				Bonus(1)				Compensation				Awards				SARs				Payouts				Compensation(2)
Maxine Clark				2003			$	309,222				—				—				—				36,234				—			$	4,295
	Chief Executive Bear
John Burtelow				2003				193,242				—				—				—				20,000				—				3,622
	Chief Banker Bear
Tina Klocke				2003				182,307				—				—				—				25,000				—				3,546
	Chief Financial Bear, Treasurer and Secretary
Teresa Kroll				2003				204,273				—				—				—				20,000				—				3,686
	Chief Marketing Bear
Scott Seay				2003				295,974				—				—				—				20,000				—				1,833
	Chief Workshop Bear
Harold Brooks				2003				251,189				—				—				—				20,000				—				—
	Former Chief International Bear(3)
Brian Vent				2003				246,006				—				—				—				30,000				—				4,295
	Former Chief Operating Bear and Secretary(4)

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(1)	A bonus potential was established for our named executive officers for 2003. However, as the established performance targets were not met, no bonuses were paid to our named executive officers. For 2004, our compensation committee has approved four bonus levels to be paid to the named executive officers currently employed by us (other than Ms. Clark), based on our targeted performance objectives. Provided that we meet these targets, we intend to pay these named executive officers bonuses of between 35% and 100% of their base salaries for fiscal 2004. Ms. Clark’s potential bonus, as approved by our compensation committee, is between 100% and 250% of her annual salary.
(2)	Consists of company contributions to our 401(k) plan (Clark — $2,500; Burtelow — $2,500; Klocke — $2,500; Kroll — $2,500; Seay — $38; and Vent — $2,500) and premiums paid for long-term disability insurance (Clark — $1,795; Burtelow — $1,122; Klocke — $1,046; Kroll — $1,186; Seay — $1,795; and Vent — $1,795).
(3)	Mr. Brooks resigned as Chief International Bear effective December 5, 2003.
(4)	Mr. Vent resigned as Chief Operating Bear and Secretary effective January 31, 2004. See “— Employment and Separation Agreements.”

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Stock Option Awards

      The following table sets forth certain information with respect to stock options granted to each of our named executive officers during the fiscal year ended January 3, 2004.

Option Grants in Fiscal 2003

																		Potential Realizable
		Individual Grants																Value at Assumed Annual
																		Rates of Stock Price
		Number of				Percent of Total				Exercise								Appreciation
		Securities				Options Granted				Price or								for Option Term
		Underlying Options				in Fiscal 2003				Base Price				Expiration
Name		Granted (#)				(%)				($/Sh)				Date				5%				10%
Maxine Clark			36,234				13.3	%		$	9.10				4/24/2013
John Burtelow			20,000				7.4				9.10				4/24/2013
Tina Klocke			25,000				9.2				9.10				4/24/2013
Teresa Kroll			20,000				7.4				9.10				4/24/2013
Scott Seay			20,000				7.4				9.10				4/24/2013
Harold Brooks(1)			20,000				7.4				9.10				4/24/2013				N/A	(1)			N/A	(1)
Brian Vent(2)			30,000				11.1				9.10				4/24/2013				N/A	(2)			N/A	(2)

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(1)	Mr. Brooks’ stock options expired following his resignation on December 5, 2003.
(2)	Mr. Vent’s stock options expired following his resignation on January 31, 2004. See “— Employment and Separation Agreements.”

      All options to these executive officers in fiscal 2003 were granted under our 2002 Stock Incentive Plan. The percentage of total options is based on an aggregate of 271,484 shares granted to employees in fiscal 2003. Shares vest at the rate of 25% per year over a four year period from the date of grant. Vesting of the options is accelerated upon the optionee’s disability or death and upon a change of control of the company (as defined in the option agreement) or upon a public offering of our common stock. Accordingly, all outstanding options will vest and become exercisable upon completion of this offering. All option grants have a term of ten years but may terminate before their expiration dates if the optionee’s status as an employee is terminated. The option grants contain restrictions on transfer of the stock purchased upon exercise of the options, but such restrictions lapse upon a public offering of our common stock.

      The exercise price on the date of each grant was equal to at least 100% of the fair market value on the date of grant, as determined by our compensation committee. To support this determination, we retained an independent appraisal firm to provide a valuation of our stock as of the date of these grants.

      With respect to the amounts disclosed in the column captioned “Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term,” the 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by rules of the Securities and Exchange Commission for illustrative purposes only and do not represent our estimate or projection of our future common stock prices. The dollar amounts under the columns represent the potential realizable value of each grant at the assumed initial public offering price of $      per share of the underlying security at the date of this prospectus appreciates at the indicated rate for the entire remaining term of the option, and that the option is exercised at the exercise price and sold on the last day of the option term at the appreciated price. Actual gains, if any, on stock option exercises are dependent on the future performance of our common stock and overall stock market conditions. The amounts reflected in the table may not necessarily be achieved.

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Stock Option Exercises and Holdings

      The following table sets forth information with respect to each of our named executive officers concerning their unexercised options held on January 3, 2004. No options were exercised during fiscal 2003. All options listed become fully exercisable upon the completion of this offering.

      The value of “in-the-money” stock options represents the positive spread between the exercise price of stock options and the fair market value of the options, based upon an assumed public offering price of $           per share minus the exercise price per share.

										Number of Securities								Value of Unexercised,
		Options Exercised								Underlying Unexercised								In-the-Money
										Options Held at January 3, 2004								Options at January 3, 2004
		Shares				Value
Name		Acquired				Realized				Exercisable				Unexercisable				Exercisable				Unexercisable
Maxine Clark			—				—				209,889				176,160
John Burtelow			—				—				12,000				28,000
Tina Klocke			—				—				122,800				40,200
Teresa Kroll			—				—				12,000				28,000
Scott Seay			—				—				6,250				38,750
Harold Brooks			—				—				—				—
Brian Vent			—				—				246,200				60,800	(1)

(1)	Mr. Vent exercised all of his outstanding and vested stock options following his resignation, and the Company accelerated the vesting of 9,400 options held by Mr. Vent with an exercise price of $6.04 per share which otherwise would not have vested until the end of the first quarter of fiscal 2004. See “— Employment and Separation Agreements.”

	Compensation Committee Interlocks and Insider Participation

      Our compensation committee currently consists of Messrs. Reisler, Gould and Vest. No member of the compensation committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of our board of directors or compensation committee. Messrs. Reisler, Gould and Vest and a former member, Mr. Ebsworth, were participants in various financing transactions with us, as described under “Certain Relationships and Related Party Transactions.”

Limitations on Liability and Indemnification

      The amended and restated bylaws which will be in effect upon completion of this offering provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the General Corporation Law of the State of Delaware. We currently have a directors’ and officers’ liability insurance policy that insures such persons against the costs of defense, settlement or payment of a judgment under certain circumstances. We believe that these indemnification and liability provisions are essential to attracting and retaining qualified persons as officers and directors.

      We intend to enter into indemnification agreements with our directors and executive officers. Under these agreements, we would be required to indemnify them against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred, in connection with any actual, or any threatened, proceeding if any of them may be made a party because he or she is or was one of our directors or officers. We are obligated to pay these amounts only if the officer or director acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to our best interests. With respect to any criminal proceeding, we are obligated to pay these amounts only if the officer or director had no reasonable cause to believe that his or her conduct was unlawful. The indemnification agreements also set forth procedures that will apply in the event of a claim for indemnification thereunder.

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      In addition, the amended and restated certificate of incorporation which will be in effect upon completion of this offering provides that the liability of our directors for monetary damages will be eliminated to the fullest extent permissible under the General Corporation Law of the State of Delaware. This provision in our amended and restated certificate of incorporation does not eliminate a director’s duty of care, and, in appropriate circumstances, equitable remedies such as an injunction or other forms of non-monetary relief would remain available. Each director will continue to be subject to liability for any breach of the director’s duty of loyalty to us, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for acts or omissions that the director believes to be contrary to our best interests or our stockholders, for any transaction from which the director derived an improper personal benefit, for improper transactions between the director and us, and for improper distributions to stockholders and loans to directors and officers. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

Employment and Separation Agreements

      Employment agreements. We have employment agreements with Maxine Clark, our Chief Executive Bear, Barry Erdos, our President and Chief Operating Officer Bear and our named other executive officers, as follows: Scott Seay, Tina Klocke, Teresa Kroll and John Burtelow.

      Ms. Clark’s agreement has an initial term of five years from May 1, 2004 and renews from year-to-year thereafter. The agreement may be terminated by us prior to the end of the term upon death, disability, for cause (as defined in the agreement) or, following the initial term, without cause. Ms. Clark may terminate the agreement in the event we materially breach the agreement and fail to cure such breach within 30 days after notice thereof. If Ms. Clark terminates her employment for good reason (as defined in the agreement), or if we terminate her employment without cause after the initial term, we are obligated to continue her base salary for a period of 12 months after her termination, such payments to be reduced by any amount received from a subsequent employer during such period. In the event that during the initial term the Company terminate Ms. Clark without cause in violation of the terms of the agreement, Ms. Clark will be entitled to damages in an amount not less than the sum of (i) the amount of base salary Ms. Clark would have been paid during the remainder of the initial term, and (ii) an amount equal to the bonus Ms. Clark would have earned during the initial term (but in no event less the average bonus paid to Ms. Clark during the two fiscal years immediately preceding such termination).

      As compensation for her services, Ms. Clark will receive an annual base salary of not less than $375,000, which will be reviewed annually and be commensurate with similarly situated executives with firms similarly situated to us. If Ms. Clark’s individualized performance targets are achieved, her salary must be increased annually by no less than the average percentage increase given to all of our other executive employees for such fiscal year. If we exceed certain performance objectives, Ms. Clark will receive an annual bonus of up to 250% of her annual salary for the current fiscal year as determined by the compensation committee of our board of directors. For subsequent fiscal years, Ms. Clark will be eligible for bonuses which, if achieved, will cause her to be our highest paid employee. Any bonus payable to Ms. Clark will be payable in cash, stock, stock options or a combination thereof. The compensation committee of our board of directors will determine the amount and form of the bonuses. Ms. Clark’s agreement also provides for an award of 36,234 shares of our stock pursuant to our 2000 Stock Option Plan or our 2002 Stock Incentive Plan (or any successor plan). Ms. Clark will also receive an automobile allowance and such other perquisites and benefits as we may award her from time to time. The agreement also requires us to maintain life insurance on Ms. Clark in the amount of $2 million under which we are the beneficiary.

      Mr. Erdos’ agreement has an initial term of three years from April 26, 2004 and renews from year-to-year thereafter. The agreement may be terminated by us prior to the end of the term upon death, disability, for cause (as defined in the agreement) or without cause. Mr. Erdos may terminate the agreement in the event we materially breach the agreement and fail to cure the breach after 30 days’ notice thereof. If Mr. Erdos terminates his employment for good reason (as defined in the agreement), we

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      We also entered into an Incentive Stock Option Agreement with Mr. Erdos pursuant to our 2002 Stock Option Plan. Under the agreement, we granted Mr. Erdos the option to purchase up to 100,000 shares of our common stock for a period of 10 years, at the purchase price of $8.78 per share, subject to certain restrictions. However, these restrictions do not apply in the event we undergo a change of control or a public offering (as such terms are defined in the agreement). In the event Mr. Erdos desires to transfer his shares pursuant to a bona fide purchase offer, we have a right of first refusal to purchase any and all such shares.

      Ms. Klocke’s agreement has an initial term of three years from March 7, 2004 and renews from year-to-year thereafter. The agreement may be terminated by us prior to the end of the term upon death, disability, for cause (as defined in the agreement) or without cause. Ms. Klocke may terminate the agreement in the event we materially breach the agreement or we relocate Ms. Klocke to a location more than 100 miles from St. Louis and fail to cure such breach after notice thereof. If we terminate Ms. Klocke’s employment without cause or if Ms. Klocke terminates her employment for good reason (as defined in the agreement), we are obligated to continue her base salary for a period of 12 months after her termination, such payments to be reduced by any amounts received from a subsequent employer during such period. As compensation for her services, Ms. Klocke will receive an annual base salary at a rate not less than $190,000 which rate will be reviewed annually and be commensurate with similarly situated executives with firms similarly situated to us. If Ms. Klocke’s individualized performance targets are achieved, her salary must be increased annually by no less than the average percentage increase given to all of our other executive employees during that fiscal year. If we exceed certain performance objectives agreed upon annually by Ms. Klocke and our board of directors, Ms. Klocke will receive an annual bonus of not less than 50% of her annual base salary, payable in either cash, stock, stock options or a combination thereof. Ms. Klocke’s agreement also provides for an award of options to purchase 163,000 shares of our stock pursuant to our 2000 Stock Option Plan and any option agreements used in connection with the plan. For 2004, Ms. Klocke also has options to purchase an additional 25,000 shares pursuant to our 2002 Stock Option Plan and any applicable option agreements.

      Ms. Kroll’s agreement has a term of one year from September 10, 2003 and renews from year-to-year thereafter. The agreement may be terminated by us prior to the end of the term upon death, disability, or for cause (as defined in the agreement) or without cause. Ms. Kroll may terminate the agreement in the event we materially breach the agreement and fail to cure such breach within 30 days after notice thereof. As compensation for her services, Ms. Kroll will receive an annual base salary at a rate not less than $185,000, which rate will be reviewed annually by the compensation committee of our board of directors and will be commensurate with similarly situated executives with firms similarly situated to us. If Ms. Kroll meets her individualized performance targets, Ms. Kroll’s salary must be increased annually by no less than the average percentage increase given to all of our other executive employees for such fiscal year. If we exceed certain performance objectives, Ms. Kroll will receive an annual bonus of not less than 35% of her annual salary, payable in cash, stock, stock options or a combination thereof. Ms. Kroll and our board of directors will determine the amount and form of the bonus. Under the agreement, we also paid

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      Mr. Seay’s agreement has an initial term of three years from March 7, 2004 and renews from year-to-year thereafter. The agreement may be terminated by us prior to the end of the term upon Mr. Seay’s death, upon 30 days’ prior written notice for disability, or for cause (as defined in the agreement) or without cause. Mr. Seay may terminate the agreement in the event we materially breach the agreement, provided we do not cure the breach after notice thereof. If we terminate Mr. Seay’s employment without cause or Mr. Seay terminates his employment for good reason, we are obligated to continue his salary for a period of 12 months after termination, such payments to be reduced by any amounts received from a subsequent employer during such period. As compensation for his services, Mr. Seay will receive an annual base salary of not less than $293,000, which rate will be reviewed annually by the compensation committee of our board of directors and will be commensurate for similarly situated executives with firms similarly situated to us. If Mr. Seay’s individualized performance targets are achieved, his salary will be increased annually by no less than the average percentage increase given to all of our other executive employees during that fiscal year. If we exceed certain performance objectives for any fiscal year, Mr. Seay will receive an annual bonus of not less than 50% of his annual base pay for such fiscal year, payable in either cash, stock, stock options or a combination thereof. Mr. Seay was also granted options to purchase 45,000 shares of our common stock pursuant to our 2000 Stock Option Plan. For fiscal 2004, Mr. Seay was also granted options to purchase an additional 20,000 shares pursuant to our 2002 Stock Option Plan.

      Mr. Burtelow’s agreement has a term of one year from July 9, 2001 and renews from year-to-year thereafter. The agreement may be terminated upon death, disability, for cause (as defined in the agreement) or without cause. Mr. Burtelow may terminate the agreement in the event we materially breach the agreement and fail to cure such breach after notice thereof. If we terminate Mr. Burtelow’s employment for any reason other than death, disability or for cause, we are obligated to continue his base salary after termination for the shorter of (1) six months or (2) the date on which Mr. Burtelow has obtained other employment. As compensation for his services, Mr. Burtelow will receive an annual base salary at a rate not less than $175,000, which rate will be reviewed annually by the compensation committee of our board of directors and will be commensurate with similarly situated executives with firms similarly situated to us. If Mr. Burtelow meets his individualized performance targets, Mr. Burtelow’s salary must be increased annually by no less than the average percentage increase given to all of our other executive employees during the year preceding the increase. If we exceed certain performance objectives agreed upon annually by Mr. Burtelow and our board of directors, Mr. Burtelow will receive an annual bonus of not less than 35% of his annual salary, payable in either cash, stock options or a combination thereof. Mr. Burtelow and our board of directors will determine the amount and form of the bonus. Mr. Burtelow’s agreement also provides for an award of options to purchase 20,000 shares of our stock pursuant to our 2000 Stock Option Plan.

      The agreements for each of our named executive officers provide that:

	•	for the term of the agreement and for three years thereafter, the employee may not become employed by or interested directly or indirectly in or associated with our competitors who are located within the United States or within any country where we have established a retail presence (except for Mr. Burtelow’s and Ms. Kroll’s agreements, which provides that they may not become employed by or interested directly or indirectly in or associated with our competitors who are located within 100 miles of any of our retail stores); and
	•	in the event of the employee’s termination due to death, disability or his or her right to terminate due to our breach as provided in the agreement, he or she, or his or her beneficiaries or estate, will still be entitled to a bonus for such year prorated based on the number of full weeks the employee was employed during the year.

      Separation agreement. Pursuant to his departure from us, which was effective January 31, 2004, we entered into a separation agreement and general release (the “Separation Agreement”) with Brian Vent,

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      The Separation Agreement also provides that notwithstanding the provisions of the loan agreement between us and Mr. Vent, which requires that the loan become payable in the event of his termination, the payment of the loan shall not be accelerated as a result of his termination. Instead, the principal amount of the loan shall be due and payable in accordance with the terms of the note as if Mr. Vent had not been terminated by us. See “Certain Relationships and Related Party Transactions — Officer Loans.”

Employee Stock Plans

      As of July 3, 2004, options to purchase 1,047,283 shares of common stock were outstanding at a weighted average exercise price of $6.52 per share under our 2000 and 2002 stock plans. All outstanding options will vest and become exercisable upon completion of this offering. We have also adopted a 2004 stock plan under which no awards have been granted as of August 9, 2004.

	2000 Stock Option Plan

      Our 2000 stock option plan provided for the granting to employees of incentive stock options and for the granting to other individuals as selected by the compensation committee of non-qualified stock options. The plan, as amended, authorizes 2,200,000 shares of our common stock to be issued under the plan. We are no longer granting options under our 2000 plan.

      For incentive stock options, the purchase price of the common stock under each incentive stock option must equal at least 100% of the fair market value, or at least 110% of the fair market value with respect to optionees who own more than 10% of the total combined voting power of all classes of our stock. Our compensation committee determines the fair market value in good faith and in a manner consistent with applicable law. For non-qualified stock options, the compensation committee determines the purchase price of the common stock under each option.

      Options granted under the plan are generally not transferable by the optionee except by will or the laws of descent and distribution, and each option is exercisable, during the lifetime of the optionee, only by the optionee. Options generally must be exercised during the optionee’s continuing status as an employee or, in the discretion of the administrators, within three months after termination other than for cause. If the optionee dies with three months after termination other than for cause or becomes disabled, the options may be exercised within 12 months after the optionee’s death or termination by disability. However, in no event may an option be exercised later than the earlier of the expiration of the term of the option or ten years from the date of the grant of the option or, where an optionee owns stock representing more than 10% of the total combined voting power of all classes of stock, five years from the date of the grant of the option.

      The plan may be amended, altered, suspended or terminated by the administrator at any time. We may not alter the rights and obligations under any option granted before amendment of the plan without the written consent of the affected optionee. Unless terminated sooner, the plan will terminate automatically in April 2010.

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	2002 and 2004 Stock Incentive Plans

      Our 2002 stock incentive plan was adopted by our board of directors and approved by our stockholders in April 2003. Our 2004 stock incentive plan was adopted by our board of directors and approved by our stockholders in August 2004. The 2002 plan provides for the granting to employees of incentive stock options and for the granting to any individual selected by our compensation committee of non-qualified stock options, stock appreciation rights and other cash or stock-based awards. The 2004 plan permits such awards to any employee, director or consultant of ours or any of our affiliates, or any other entity designated by our board of directors in which we have an interest, who is selected by our compensation committee to receive an award. The 2002 plan authorizes 2,200,000 shares of our common stock to be issued under the plan, less the shares previously issued under the 2000 plan (net of forfeitures) and any shares issued under restricted stock agreements. The 2004 plan authorizes 3,700,000 shares of our common stock to be issued under the plan, less the shares previously issued under the 2000 or 2002 stock plans (net of forfeitures) and any shares issued under restricted stock agreements. Our compensation committee administers the 2002 and 2004 plans. As of July 3, 2004, options to purchase 1,047,283 shares were outstanding under our 2002 plan. We are no longer granting awards under our 2002 plan. As of August 9, 2004, we had not granted any awards under our 2004 plan.

      On the date of the grant, the exercise price of incentive stock options must equal at least 100% of the fair market value, or 110% of the fair market value with respect to optionees who own more than 10% of the total combined voting power of all classes of stock. The fair market value is determined by computing the arithmetic mean of our high and low stock prices on a given determination date if our stock is publicly traded or, if our stock is not publicly traded, by the administrator in good faith. The exercise price on the date of grant is determined by the compensation committee in the case of non-qualified stock options.

      Options generally must be exercised during the optionee’s continuing status as an employee or within three months after the optionee’s termination of employment. If an optionee’s employment is terminated because the optionee becomes disabled, the options may be exercised within one year after the optionee’s termination. If an optionee dies while under our employ or within three months after termination of employment, the options immediately vest and the optionee’s legatees or personal representatives may exercise the options for a period of up to one year after the optionee’s death, but not after ten years from the grant of the option.

      Stock appreciation rights granted under each plan are subject to the same terms and restrictions as the option grants and may be granted independent of, or in connection with, the grant of options. The compensation committee determines the exercise price of stock appreciation rights. A stock appreciation right granted independent of an option entitles the participant to payment in an amount equal to the excess of the fair market value of a share of our common stock on the exercise date over the exercise price per share, times the number of stock appreciation rights exercised. A stock appreciation right granted in connection with an option entitles the participant to surrender an unexercised option and to receive in exchange an amount equal to the excess of the fair market value on the exercise date of a share of our common stock over the exercise price per share for the option, times the number of shares covered by the option which is surrendered. Fair market value is determined in the same manner as it is determined for options.

      The compensation committee may also grant awards of stock, restricted stock and other awards valued in whole or in part by reference to the fair market value of our common stock. These stock-based awards, in the discretion of the compensation committee, may be, among other things, subject to completion of a specified period of service, the occurrence of an event or the attainment of performance objectives. Additionally, the compensation committee may grant awards of cash, in values to be determined by the compensation committee. If any awards are intended to be deductible under Section 162(m) of the Internal Revenue Code, the committee must choose from certain performance measures for the awards.

      Awards granted under either plan are generally not transferable by the participant except by will or the laws of descent and distribution, and each award is exercisable, during the lifetime of the participant,

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      The compensation committee may provide for accelerated vesting or termination in exchange for cash of any outstanding awards or the issuance of substitute awards upon consummation of a change in control, as defined in the plan.

      Either plan may be amended, altered, suspended or terminated by the administrator at any time. We may not alter the rights and obligations under any award granted before amendment of the plan without the consent of the affected participant. Unless terminated sooner, the 2002 plan will terminate automatically in August 2012 and the 2004 plan in August 2014.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

      We intend to establish procedures for the review and pre-approval of all transactions between us and any of our directors or executive officers. Pursuant to our code of ethics and the charter of our nominating and corporate governance committee, which will be adopted prior to this offering, any director or executive officer intending to enter into a transaction with us must provide the chair of our corporate governance and nominating committee with all relevant details of the transaction. The transaction will then be evaluated by the corporate governance and nominating committee to determine if the transaction is in our best interests and whether, in the committee’s judgment, the terms of such transaction are at least as beneficial to us as the terms we could obtain in a similar transaction with an independent third party. Our board of directors did not seek or obtain competitive bids for the transactions described in this section. Therefore, we cannot assure you that all transactions described in this section are on terms that are at least as beneficial to us as the terms we could obtain in a similar transaction with an independent third party. However, pursuant to the procedures described above, we expect that future transactions with related parties will be on terms that are at least as beneficial to us as the terms we could obtain in a similar transaction with an independent third party.

Formation and Conversion to Corporation

      In September 1997 we began operating as a limited liability company under the laws of the state of Missouri. On April 3, 2000, we converted into a Delaware corporation by merging Build-A-Bear Workshop, L.L.C. into Build-A-Bear Workshop, Inc. In connection with this merger, we issued to each member of the limited liability company shares of one or more series of preferred stock having dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences that were substantially the same as their corresponding limited liability company interests, as follows:

	•	3,418,306 shares of series C-1 preferred stock were issued to Smart Stuff, Inc., a corporation which is wholly-owned by Maxine Clark, our Chief Executive Bear;
	•	1,137,898 shares of series A-1 preferred stock and 911,383 shares of series C-2 preferred stock were issued to Windsor Capital, Inc., a corporation formed by Barney Ebsworth, one of our directors, and another individual, and 474,124 shares of series C-2 preferred stock were issued to an affiliate of Windsor;
	•	23,527 shares of common stock, 139,981 shares of series A-2 preferred stock and 275,352 shares of series B-1 preferred stock were issued to Hycel Partners V, L.L.C., an affiliate of Hycel Properties Co., the entity from which we leased our Richmond Heights, Missouri store until June 2003;
	•	98,804 shares of common stock, 961,263 shares of series A-3 preferred stock and 1,453,072 shares of series B-2 preferred stock were issued to Walnut Capital Partners, with which James Gould, one of our directors, is affiliated;

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	•	10,352 shares of common stock, 205,824 shares of series A-4 preferred stock and 311,003 shares of series B-3 preferred stock were issued to Kansas City Equity Partners, with which William Reisler, one of our directors, is affiliated; and
	•	64,500 shares of series C-3 preferred stock were issued to each of Brian Vent, our former Chief Operating Bear and Secretary and Wayne L. Smith, and 65,276 shares of series C-3 preferred stock were issued to Adrienne Weiss.

      Also in connection with this merger and conversion into a corporation, we issued 707,992 shares of series A-5 preferred stock to entities affiliated with Catterton Partners, with which Frank Vest, Jr., one of our directors, is affiliated, at a purchase price of $5.649780 per share for an aggregate of $4 million and 1,069,786 shares of series B-4 preferred stock at a purchase price of $3.739067 per share for an aggregate of $4 million. In addition, we issued more than $60,000 of these securities to the following officers, directors and holders of more than 5% of our common stock and their affiliates:

	•	an entity affiliated with Kansas City Equity Partners purchased 25,884 shares of series A-5 preferred and 39,112 shares of series B-4 preferred;
	•	Barney Ebsworth, one of our directors, purchased 126,380 shares of series A-5 preferred and 190,963 shares of series B-4 preferred;
	•	an entity affiliated with Ms. Clark purchased 171,200 shares of series A-5 preferred and 258,686 shares of series B-4 preferred; and
	•	Brian Vent, our Chief Operating Bear and Secretary, purchased 3,230 shares of series A-5 preferred and 4,881 shares of series B-4 preferred.

      In addition, through a purchase of membership interests in Clark/ Fox, L.L.C., which purchased shares of our series A-5 and series B-4 preferred stock:

	•	affiliates of one of our two largest vendors acquired beneficial ownership of 8,628 shares of our series A-5 preferred and 13,032 shares of our series B-4 preferred stock; and
	•	the father of Mr. Vent acquired beneficial ownership of 22,497 shares of our series A-5 preferred stock and 26,076 shares of our series B-4 preferred stock.

      Each share of our series A, series B and series C preferred stock was originally convertible on demand into shares of our common stock on a one-for-one basis, after giving effect to accrued but unpaid dividends. In August, 2004, we amended our certificate of incorporation to modify the conversion rights of the preferred stock. After the amendment, we paid a special $10.0 million cash dividend to our stockholders, including holders of preferred stock on an as-converted basis, and each share of our series A, series B and series C preferred stock is currently convertible on demand into common stock as follows:

		Series A-1, A-2 and A-3				Series A-4 and A-5				Series B and C
Shares of common stock into which each share of preferred stock may be converted			1.303333				1.303334				1.000000

Series D Financing

      In September, November and December 2001, we sold 3,467,337 shares of our series D preferred stock at a price per share of $6.10. We sold the shares pursuant to a preferred stock purchase agreement, a stockholders’ agreement and a registration rights agreement under which we made customary representations and warranties and agreed to customary operating and other covenants, and provided the purchasers with registration rights. The registration rights are the only rights that survive beyond this offering. See “— Agreements with Investors” below.

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      The purchasers of more than $60,000 of these securities included, among others, the following officers, directors and holders of more than 5% of our common stock including their affiliates:

	•	entities affiliated with Catterton Partners purchased 1,361,066 shares of series D preferred stock;
	•	entities affiliated with Ms. Clark purchased 815,575 shares of series D preferred stock;
	•	an entity affiliated with Walnut purchased 677,869 shares of series D preferred stock;
	•	an entity affiliated with Kansas City Equity Partners purchased 426,230 shares of series D preferred stock; and
	•	Mr. Vent purchased 18,409 shares of series D preferred stock.

      In addition, through a purchase of membership interests in Clark/ Fox II, L.L.C. and Clark/ Fox III, L.L.C., which purchased shares of our series D preferred stock:

	•	Ms. Klocke acquired beneficial ownership of 14,653 shares of our series D preferred stock;
	•	Mr. Brooks acquired beneficial ownership of 29,306 shares of our series D preferred stock;
	•	the father of Mr. Vent acquired beneficial ownership of 45,557 shares of our series D preferred stock;
	•	our two largest vendors acquired beneficial ownership of 122,881 and 22,884 shares of our series D preferred stock; and
	•	three of our other vendors acquired beneficial ownership of a total of 20,518 shares of our series D preferred stock.

Each share of our series D preferred stock was originally convertible on demand into shares of our common stock on a one-for-one basis, after giving effect to accrued but unpaid dividends. In August, 2004, we amended our certificate of incorporation to modify the conversion rights of the preferred stock. After the amendment, we paid a special $10.0 million cash dividend to our stockholders, including holders of preferred stock on an as-converted basis, and each share of our series D preferred stock is currently convertible on demand into common stock as follows:

		Date of Issuance
		September				November				December
		2001				2001				2001
Shares of common stock into which each share of preferred stock may be converted			1.200083				1.188825				1.183108

Agreements with Investors

      On September 21, 2001, we entered into an amended and restated registration rights agreement and an amended and restated stockholders’ agreement with our stockholders in connection with our series D financing. The registration rights agreement provides registration rights to the holders of our preferred and common stock. For more information on these registration rights, see “Description of Capital Stock — Registration Rights.”

      Under the stockholders’ agreement, each of the stockholders has agreed to take all action necessary, so as to cause our authorized number of directors to be seven, with:

	•	one member designated by each of Catterton Partners, Walnut, Kansas City Equity Partners, and a trust established by Mr. Ebsworth, in each case so long as each stockholder holds 50% or more of such stockholder’s originally acquired preferred stock; and
	•	two members designated by Smart Stuff, Inc., one of whom must be Ms. Clark.

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      The stockholders’ agreement also provides for:

	•	a right of first offer in favor of the other parties to the agreement and to us if a party desires to transfer our securities;
	•	“drag-along” rights in favor of Walnut, Windsor and Catterton Partners if all three of such entities desire to transfer their shares to a third party and Ms. Clark is no longer employed by us or has disposed of her beneficial interest in our stock; and
	•	preemptive rights in favor of the parties to the agreement in the event we issue new securities, excluding securities issued and sold pursuant to a registration statement filed under the Securities Act.

      The stockholders’ agreement will terminate on the closing of this offering.

Officer Loans

      Pursuant to a restricted stock purchase agreement dated April 3, 2000, between us and Maxine Clark, our Chief Executive Bear and President, Ms. Clark purchased 274,815 shares of our common stock at $4.50 per share for a total purchase price of $1,236,667. Ms. Clark paid for the common stock with the proceeds of a loan from us evidenced by a secured promissory note which is supported by a pledge of the shares purchased. The loan bears interest at 6.60% per annum, and all principal and interest is payable on the maturity date. The largest aggregate amount of indebtedness outstanding at any time under this loan was $1,584,837, which was also the amount of indebtedness outstanding as of July 3, 2004. Recourse to Ms. Clark’s assets (other than the pledged shares) is limited. The loan is due on the earlier of April 2005 or 90 days following the termination of Ms. Clark’s employment with us.

      Pursuant to two restricted stock purchase agreements, each dated September 19, 2001, between us and each of Brian Vent, our former Chief Operating Bear and Secretary, and Tina Klocke, our Chief Financial Bear, Treasurer and Secretary, each of Mr. Vent and Ms. Klocke purchased 20,491 shares of our common stock at $6.10 per share for a total purchase price of $124,995 each. Mr. Vent and Ms. Klocke each paid for the common stock with the proceeds of a loan from us evidenced by a secured promissory note which is supported by a pledge of the shares purchased. Each of the loans bears interest at 4.82% per annum, and all principal and interest is payable on the maturity date. The largest aggregate amount of indebtedness outstanding at any time under each loan was $141,747, which was also the amount of indebtedness outstanding under each loan as of July 3, 2004. Our recourse under the notes is limited in each case to the pledged shares. The loans are each due on September 2006 or, in the case of Ms. Klocke, 90 days following the termination of her employment with us, if earlier.

Store Fixtures and Furniture

      We purchased fixtures for new stores and furniture for our corporate offices from NewSpace, Inc. Robert Fox, the husband of Ms. Clark, our Chief Executive Bear, owns 100% of NewSpace. The total cost of these fixtures and furniture amounted to $3,015,900 in fiscal 2001, $2,839,900 in fiscal 2002, $2,705,900 in fiscal 2003 and $821,600 in the first half of fiscal 2004. We expect to continue to purchase store fixtures from NewSpace.

Leases

      We currently sublet a portion of the space for our corporate headquarters and adjacent web fulfillment site from NewSpace under a separate sublease agreement. Our sublease is subject to the terms and conditions of the prime lease between NewSpace and First Industrial Realty Trust. The sublease and the lease to which it relates are being renegotiated and we expect to lease these spaces directly from First Industrial Realty Trust after January 1, 2005. Lease payments under this sublease amounted to $187,000 in fiscal 2001, $212,300 in fiscal 2002, $215,300 in fiscal 2003 and $98,800 in the first half of fiscal 2004.

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      Until June 2003, we leased our retail store in Richmond Heights, Missouri from Hycel Properties Co., an affiliate of Hycel Partners V, which at the time of our conversion to a corporation owned greater than 5% of our series A-2 and B-1 preferred stock. The mall in which our Richmond Heights, Missouri store is located was sold by Hycel Properties Co. in June 2003 to General Growth Properties, Inc. Pursuant to the sale, our lease was assigned to General Growth. Lease payments under this lease agreement amounted to $199,000 in fiscal 2001, $193,400 in fiscal 2002, $78,400 in fiscal 2003 and none in the first half of fiscal 2004.

Real Estate Management

      We also have contracts for real estate consulting services, construction management services and facilities management services with Hycel Properties. The real estate consulting contract expires on December 31, 2005 and the construction management services contract expires on December 31, 2004. The real estate consulting services contract contains a mutual exclusivity clause with regard to real estate consulting services and provides for payment of a monthly fee of $4,000, plus a success fee of $7,500 for each lease we enter into in the United States and $1,000 for each lease we enter into in Canada. The construction management services agreement provides for a fixed fee of $252,000, paid in twelve equal monthly installments, for up to eighteen stores, including one store in Manhattan, New York, which counts as three stores and additional fixed fees for each additional store. The facility management contract expires on December 31, 2004 and provides for payment of fixed fees of $5,000 per month. We paid $930,200 in fiscal 2001, $1,041,000 in fiscal 2002, $960,300 in fiscal 2003 and $281,700 in the first half of fiscal 2004 under these contracts.

Design Services

      We paid $257,600 in fiscal 2001, $127,000 in fiscal 2002, $230,100 in fiscal 2003 and $127,500 in the first half of fiscal 2004 for design and other creative services to Adrienne Weiss Company, which is owned by Adrienne Weiss, who at the time of our conversion to a corporation held greater than 5% of our series C-3 preferred stock. We have a copyright assignment agreement with Ms. Weiss to secure our ownership rights in the works she creates on our behalf. We expect to continue to utilize Ms. Weiss’ services in fiscal 2004.

PRINCIPAL AND SELLING STOCKHOLDERS

      The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of August 10, 2004, as adjusted to reflect the sale of the shares offered, and as adjusted to reflect the sale of the shares offered, assuming the exercise of the underwriters’ over-allotment option, by:

	•	each person known by us to own beneficially more than 5% of our outstanding common stock;
	•	each of our directors;
	•	each named executive officer;
	•	all of our directors and executive officers as a group; and
	•	the selling stockholders.

      Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Such rules provide that in calculating the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after July 3, 2004 are deemed outstanding. However, for each person listed below we have included all options held by such person even if they were not exercisable within 60 days of August 10, 2004 because all outstanding options will vest and become exercisable upon the consummation of this offering. For purposes of calculating beneficial ownership percentages, shares of common stock subject to options and warrants are considered

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Shares

Shares Beneficially

Beneficially

Number of

Shares Beneficially

Owned Prior

Owned After

Over-

Owned After

to the Offering

Number

the Offering

Allotment

Over-Allotment(1)

of Shares

Shares Being

Name

Number

Percent

Offered(1)

Number

Percent

Offered(1)

Number

Percent

Maxine Clark and affiliates(2)

5,568,563

30.1

%

CP4 Principals, L.L.C. and affiliates(3)

3,624,989

20.1

Walnut Capital and affiliates(4)

3,477,985

19.3

Barney Ebsworth(5)

2,834,912

15.7

KCEP Ventures II, L.P.(6)

1,173,971

6.5

Frank Vest, Jr.(7)

3,624,989

20.1

James Gould(8)

3,477,985

19.3

William Reisler(9)

1,173,971

6.5

John Burtelow(10)

60,000

*

Barry Erdos(11)

100,000

*

Tina Klocke(12)

208,491

1.1

Teresa Kroll(13)

60,000

*

Scott Seay(14)

65,000

*

Harold Brooks(15)

—

*

Brian Vent(16)

261,347

1.4

All directors and executive officers as a group (10 persons)(17)

17,173,912

94.4

Other Selling Stockholders:

Hycel Partners V LLC(18)

697,296

3.9

Christiane Ebsworth Ladd(19)

474,124

2.6

Tom Holley

140,236

*

Wayne L. Smith II(20)

95,683

*

---

	*	Less than 1.0%.

(1)	Certain stockholders are obligated to sell additional shares of common stock to the underwriters if the underwriters exercise their over-allotment option.
(2)	Represents:

	•	274,815 restricted shares and options to purchase 422,283 shares, which are exercisable or will become exercisable immediately upon completion of this offering, held by Maxine Clark; and

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	•	3,418,306 shares held by Smart Stuff, Inc., assuming conversion of our series C-1 convertible preferred stock.
	•	651,846 shares held by Clark/ Fox, L.L.C., assuming conversion of our series A-5 convertible preferred stock, series B-4 convertible preferred stock and series D convertible preferred stock;
	•	670,395 shares held by Clark/ Fox II, L.L.C., assuming conversion of our series D convertible preferred stock; and
	•	130,918 shares held by Clark/ Fox III, L.L.C., assuming conversion of our series D convertible preferred stock.

Ms. Clark controls the voting and/or investment power for the shares held by Smart Stuff, Inc. as its president and sole shareholder. Ms. Clark exercises voting and/or investment powers for the shares held by Clark/ Fox, L.L.C., Clark/ Fox II, L.L.C. and Clark/ Fox III, L.L.C. as the manager of each of the Clark/ Fox entities. Although Ms. Clark may be deemed to be the beneficial owner, Ms. Clark disclaims beneficial ownership of the shares owned by the Clark/ Fox entities except to the extent of her pecuniary interest therein, which consists of 69,498 shares of Clark/ Fox, L.L.C., 57,372 shares of Clark/ Fox II, L.L.C., and 18 shares of Clark/ Fox III, L.L.C.

(3)	Represents:

	•	1,612,508 shares held by Catterton Partners IV, L.P., assuming conversion of our series A-5 convertible preferred stock, series B-4 convertible preferred stock and Series D convertible preferred stock;
	•	565,331 shares held by Catterton Partners IV-A, L.P., assuming conversion of our series A-5 convertible preferred stock, series B-4 convertible preferred stock and series D convertible preferred stock;
	•	39,413 shares held by Catterton Partners IV-B, L.P., assuming conversion of our series A-5 convertible preferred stock, series B-4 convertible preferred stock and series D convertible preferred stock;
	•	48,353 shares held by Catterton Partners IV Special Purpose, L.P., assuming conversion of our series A-5 convertible preferred stock, series B-4 convertible preferred stock and series D convertible preferred stock; and
	•	1,359,385 shares held by Catterton Partners IV Offshore, L.P., assuming conversion of our series A-5 convertible preferred stock, series B-4 convertible preferred stock and series D convertible preferred stock.

Catterton Managing Partner IV, L.L.C. is the general partner of Catterton Partners IV, L.P., Catterton Partners IV-A, L.P. and Catterton Partners IV-B, L.P. and the managing general partner of Catterton Partners IV Special Purpose, L.P. and Catterton Partners IV Offshore, L.P. CP4 Principals, L.L.C. is the Managing Member of Catterton Managing Partner IV, L.L.C. The address for Catterton Partners is 7 Greenwich Office Park, 599 West Putnam Avenue, Suite 200, Greenwich, Connecticut 06830. CP4 Principals is managed by a managing board. The members of the managing board are J Michael Chu, Craig H. Sakin, Marc C. Cummins and Frank M. Vest, Jr. These individuals disclaim beneficial ownership of the shares held by the Catterton funds.

(4)	Represents:

	•	2,664,485 shares held by Walnut Capital Partners, L.P., assuming conversion of our series A-3 convertible preferred stock and series B-2 convertible preferred stock; and
	•	813,499 shares held by Walnut Investment Partners, L.P., assuming conversion of our series D convertible preferred stock.

	Mr. Gould exercises voting and/or investment powers for the shares held by Walnut Capital Partners, L.P. as a manager of Walnut Capital Management Group, LLC, the general partner of

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Walnut Capital Partners, L.P. Mr. Gould exercises voting and/or investment powers for the shares held by Walnut Investment Partners, L.P. as a manager of Walnut Investments Holding Company, LLC, the general partner of Walnut Investment Partners, L.P. Although Mr. Gould may be deemed to be the beneficial owner, Mr. Gould disclaims beneficial ownership of the shares owned by the above entities except to the extent of his pecuniary interest therein. The address for Walnut is 312 Walnut Street, Suite 1151, Cincinnati, Ohio 45202.

(5)	Represents 2,834,912 shares held by The Barney A. Ebsworth Living Trust dated July 23, 1986, assuming conversion of our series A-1 convertible preferred stock, series A-5 convertible preferred stock, series B-4 convertible preferred stock and series C-2 convertible preferred stock. Mr. Ebsworth exercises voting and/or investment powers for the shares held by The Barney A. Ebsworth Living Trust dated July 23, 1986 as trustee of the Trust.
(6)	William Reisler, David Schulte and Terry Matlack share voting and investment power over the shares beneficially owned by KCEP Ventures II, L.P.
(7)	Mr. Vest may be deemed to beneficially own the shares beneficially owned by CP4 Principals, L.L.C. through his membership in the managing board of CP4 Principals, L.L.C. Mr. Vest disclaims beneficial ownership of these shares.
(8)	Mr. Gould exercises voting and/or investment powers for the shares held by Walnut Capital Partners, L.P. as a manager of Walnut Capital Management Group, LLC, the general partner of Walnut Capital Partners, L.P. Mr. Gould exercises voting and/or investment powers for the shares held by Walnut Investment Partners, L.P. as a manager of Walnut Investments Holding Company, LLC, the general partner of Walnut Investment Partners, L.P. Although Mr. Vest may be deemed to be the beneficial owner, Mr. Gould disclaims beneficial ownership of the shares owned by the above entities except to the extent of his pecuniary interest therein. The address for Mr. Gould is 312 Walnut Street, Suite 1151, Cincinnati, Ohio 45202.
(9)	Mr. Reisler exercises voting and/or investment powers for the shares held by KCEP Ventures II, L.P. as Managing Director of KCEP II, L.C., the general partner of KCEP Ventures II, L.P. Although Mr. Reisler may be deemed to be the beneficial owner, Mr. Reisler disclaims beneficial ownership of the shares owned by KCEP Ventures except to the extent of his pecuniary interest therein. The address for KCEP Ventures is 233 West 47th Street, Kansas City, MO 64112.

(10)	Includes options to purchase 60,000 shares of our common stock.
(11)	Includes options to purchase 100,000 shares of our common stock.
(12)	Includes 20,491 restricted shares and options to purchase 188,000 shares of our common stock. Does not include an indirect interest in 14,653 shares of our common stock held by Ms. Klocke through her investment in Clark/ Fox II, L.L.C.
(13)	Includes options to purchase 60,000 shares of our common stock. Does not include an indirect interest in 12,136 shares of our common stock held by Ms. Kroll through her investment in Clark/ Fox, L.L.C.
(14)	Includes options to purchase 65,000 shares of our common stock.
(15)	Does not include 29,306 shares of our common stock held by Mr. Brooks through his investment in Clark/Fox II L.L.C.
(16)	Mr. Vent individually owns 261,346 shares of our common stock, assuming conversion of our Series A-5 convertible preferred stock, Series B-4 convertible preferred stock, Series C-3 convertible preferred stock and Series D convertible preferred stock, and 20,491 restricted shares.
(17)	These 10 individuals include all directors and executive officers detailed in the “Management” section above. Includes 315,797 restricted shares and options to purchase 895,283 shares of our common stock. See note 2 and notes 5 through 15 above.
(18)	Mark H. Zorensky exercises voting and/or investment powers for the shares held by Hycel Partners V LLC, as the sole member of the LLC.
(19)	Christiane Ebsworth Ladd is the daughter of Barney Ebsworth, one of our directors.

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(20)	Includes 22,092 shares owned by Bush O’Donnell Smith Capital Services. Wayne L. Smith II is the Chairman, President and Chief Executive Officer of Bush O’Donnell Smith Capital Services and therefore exercises voting and/or investment powers for the shares held by Bush O’Donnell Smith Capital Services.

      For a discussion of material relationships between us and some of the selling stockholders, see “Management” and “Certain Relationships and Related Party Transactions.

DESCRIPTION OF CAPITAL STOCK

      The following information describes the material terms of our common stock and preferred stock, as well as options to purchase our common stock, the material terms of our registration rights agreement and the material provisions of our certificate of incorporation and our bylaws, including all material provisions relating to anti-takeover matters, all as will be in effect upon completion of this offering. If you would like to review all of the terms of our common stock, preferred stock, options, registration rights agreement, certificate of incorporation and bylaws, you should refer to our amended and restated certificate of incorporation and bylaws and the other agreements which have been filed with the Securities and Exchange Commission as exhibits to our registration statement, of which this prospectus forms a part.

      Upon completion of this offering, we will be authorized to issue up to 65,000,000 shares of capital stock, par value $0.01 per share, to be divided into two classes to be designated, respectively, “common stock” and “preferred stock.” Of such shares authorized, 50,000,000 shares will be designated as common stock, and 15,000,000 shares will be designated as preferred stock.

Common Stock

      As of August 10, 2004, there were 18,051,651 shares of common stock outstanding that were held of record by 23 stockholders, assuming conversion of all currently outstanding shares of preferred stock outstanding into 17,316,698 shares of common stock. There will be                      shares of common stock outstanding, assuming no exercise of outstanding options, after giving effect to the sale of common stock offered in this offering.

      The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Our stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the shares voting are able to elect all of the directors. Subject to preferences that may be granted to any then outstanding preferred stock, holders of common stock are entitled to receive ratably only those dividends as may be declared by the board of directors out of funds legally available therefor, as well as any distributions to the stockholders. See “Dividend Policy.” In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in all of our assets remaining after we pay our liabilities and distribute the liquidation preference of any then outstanding preferred stock. Holders of our common stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of holders of common stock are subject to the right of holders of shares of any series of preferred stock that may be issued in the future.

Preferred Stock

      Upon completion of this offering, our board of directors will have the authority, without further action by the stockholders, to issue up to 15,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have

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      Prior to the completion of this offering, we have outstanding various series of A, B, C and D preferred stock. Each class has various conversion, dividend, redemption, liquidation and voting rights.

      Prior to August 10, 2004, the series A-5 and series D preferred stock accrued a dividend. Cumulative unpaid dividends on such preferred stock totaled $7,776,795 at July 3, 2004. Originally, each share of our preferred stock was convertible on demand into our common stock on a one-for-one basis, after giving effect to accrued but unpaid dividends. Effective August 10, 2004, we amended our certificate of incorporation to eliminate the dividend preference on our preferred stock and add the accrued and unpaid dividends as of July 31, 2004 to the conversion base amount used in calculating the amount of common stock into which the preferred shares will be converted to common shares under certain circumstances, such as an initial public offering. Subsequent to this amendment, we paid a special $10.0 million cash dividend to our stockholders, including holders of preferred stock on an as-converted basis, and each share of our preferred stock is currently convertible on demand into common stock as follows:

														Series D Date of Issuance
		Series A-1,				Series A-4				Series B				September				November				December
		A-2 and A-3				and A-5				and C				2001				2001				2001
Shares of common stock into which each share of preferred stock may be converted			1.303333				1.303334				1.000000				1.200083				1.188825				1.183108

      Additionally, dividend preferences or restrictions on all series of preferred stock were removed and all series of preferred stock now participate ratably on an as converted basis with common stock for any declared dividends subsequent to August 10, 2004. This amendment also establishes the redemption price and liquidation preference for the redeemable preferred stock. Currently, each series of preferred stock has the following dividend, redemption and liquidation rights:

Series A

Series B

Series C

Series D

Number of series of class issued and outstanding

5

4

3

1

Entitled to cumulative dividends

No

No

No

No

Entitled to participate in cash dividends on common stock

Yes

Yes

Yes

Yes

Senior liquidation preference

Second as a group

N/A

First

Junior liquidation preference

N/A

N/A

Yes

N/A

Liquidation preference at July 31, 2004

$

16,298,168

$

9,715,006

$

1,813,259

$

25,331,706

      Holders of the series A-5, B-4 and D preferred stock may force us to redeem their shares for cash or notes on April 3, 2006. The series D preferred stock has redemption preference over the series A-5 and B-4, which rank on a parity with each other for redemption. The redemption price is equal to $7,819,985 for the series A-5 preferred stock, $6,000,006 for the series B-4 preferred stock, and $25,331,706 for the series D preferred stock. Each share of preferred stock converts automatically into common stock in the event of an initial public offering of our common stock with proceeds of at least $25 million and a per share offering price of at least $15.00. Accordingly, all shares of outstanding preferred stock will convert into common stock upon completion of this offering.

      The series C preferred stock votes on all matters with the common stock on an as-converted basis. The series A, B and D preferred stock votes together as a class with respect to certain actions but are not otherwise entitled to vote on matters on which our common stockholders are entitled to vote.

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Options

      As of July 3, 2004, we had outstanding options to purchase a total of 1,047,283 shares of common stock at a weighted average exercise price of $6.52 per share under our 2000 and 2002 Stock Option Plans, and we are authorized to award additional options to purchase a total of 2,073,820 shares under our 2004 Stock Incentive Plan. As a result of the adoption of the 2004 Stock Incentive Plan, no further grants of options will be made under our 2000 Stock Option Plan or our 2002 Stock Incentive Plan. We are also considering the adoption an employee stock purchase plan prior to the completion of this offering, under which we will be authorized to issue additional shares of our common stock. Any shares issued upon exercise of these options will be immediately available for sale in the public market upon our filing, after the offering, of a registration statement relating to the options, subject to the terms of lock-up agreements entered into between certain of our option holders and the underwriters.

Registration Rights

      After the closing of this offering, the holders of approximately                      shares of our common stock will be entitled to certain rights with respect to the registration of such shares under the Securities Act. In the event that we propose to register any of our securities under the Securities Act, either for our own account or for the account of other stockholders, these holders are entitled to notice of such registration and are entitled to include their common stock in such registration, subject to certain marketing and other limitations. Beginning six months after completion of this offering, the holders of at least 10% of these securities have the right to require us to file a registration statement under the Securities Act in order to register their shares of our common stock. We may, in certain circumstances, defer such registrations and the underwriters have the right, subject to certain limitations, to limit the number of shares included in such registrations. We are not obligated to effect more than two demand registrations following completion of this offering, other than registrations on Form S-3. We will bear all costs, other than underwriting discounts and commissions, related to the demand registrations of these shares.

      Registration of shares of our common stock upon the exercise of registration rights would result in the covered shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration of those shares.

Anti-Takeover Provisions of Delaware Law and Charter Provisions

      The material provisions of Delaware law and our amended and restated certificate of incorporation and bylaws which may have an anti-takeover effect and delay, deter or prevent a tender offer, proxy contest or other takeover attempt that stockholders might consider to be in their best interests, including such an attempt that might result in payment of a premium over the market price for their shares of our common stock, are summarized in the following paragraphs.

      Interested stockholder transactions. We are subject to Section 203 of the General Corporation Law of the State of Delaware, which, subject to certain exceptions specified therein, prohibits a Delaware corporation from engaging in any “business combination” with any “interested stockholder” for a period of three years after the date that such stockholder became an interested stockholder, unless:

	•	before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested holder;
	•	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding certain shares; or
	•	on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

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      Section 203 defines “business combination” to include the following:

	•	any merger or consolidation involving the corporation and the interested stockholder;
	•	any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
	•	subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
	•	any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
	•	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.

      Except as otherwise specified in Section 203 of the Delaware General Corporation Law, an interested stockholder is generally defined to include:

	•	any person that owns or did own, 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately before the date of determination; and
	•	the affiliates and associates of any such person.

      Under certain circumstances, Section 203 of the Delaware General Corporation Law makes it more difficult for a person who would be an interested stockholder to effect various business combinations with a corporation for a three-year period. We have not elected to be exempt from the restrictions imposed under Section 203 of the Delaware General Corporation Law. However, Ms. Clark, Catterton Partners, Walnut Capital and the Ebsworth trust and their affiliates and associates are excluded from the definition of “interested stockholder” pursuant to the terms of Section 203 of the Delaware General Corporation Law. The provisions of Section 203 of the Delaware General Corporation Law may encourage persons interested in acquiring us to negotiate in advance with the board, since the stockholder approval requirement would be avoided if a majority of the directors then in office approves either the business combination or the transaction which results in any such person becoming an interested stockholder. Such provisions also may have the effect of preventing changes in our management. It is possible that such provisions could make it more difficult to accomplish transactions that our stockholders may otherwise deem to be in their best interests.

      Cumulative Voting. Our amended and restated certificate of incorporation expressly denies stockholders the right to cumulative voting in the election of directors.

      Classified Board of Directors. Our board of directors is divided into three classes of directors serving staggered three-year terms. As a result, approximately one-third of the board of directors are elected each year, which has the effect of requiring at least two annual stockholder meetings, instead of one, to replace a majority of the members of the board. These provisions, when coupled with the provision of our amended and restated certificate of incorporation authorizing only the board of directors to fill vacant directorships or increase the size of the board of directors, may deter a stockholder from removing incumbent directors and simultaneously gaining control of the board of directors by filling the vacancies created by such removal with its own nominees. The certificate of incorporation also provides that directors may be removed by stockholders only for cause. Since the board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management.

      Stockholder Action; Special Meeting of Stockholders. Our amended and restated certificate of incorporation eliminates the ability of stockholders to act by written consent, provided that holders of preferred stock may vote by written consent to the extent expressly provided in any certificate of

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      Advance Notice Requirements for Stockholder Proposals and Directors Nominations. Our amended and restated bylaws provides that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice in writing. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not more than 120 days or less than 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders or between January 19, 2005 and February 18, 2005, in the case of the 2005 annual meeting. However, in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must be received not later than the close of business on the 10th day following the date on which notice of the date of the annual meeting was mailed to stockholders or made public, whichever first occurs. Our amended and restated bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

      Authorized But Unissued Shares. Our authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of Build-A-Bear by means of a proxy contest, tender offer, merger or otherwise.

      Amendments; Supermajority Vote Requirements. The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless either a corporation’s certificate of incorporation or bylaws require a greater percentage. Our amended and restated certificate of incorporation requires the affirmative vote of more than 80% of our capital stock in connection with the amendment of certain provisions, including those relating to (1) the classified board of directors and related director matters, (2) the ability of stockholders to act by written consent or call special meetings, (3) limitations of liability of directors, (4) indemnification of our directors, officers, employees and agents and (5) the amendment of our amended and restated bylaws. Similarly, our bylaws provide that they may be amended by our board of directors, or by our stockholders with the affirmative vote of at least 80% of the voting power of all outstanding shares.

      Stockholder Rights Plan. We are considering the adoption of a stockholder rights plan. Such a plan would allow for the issuance of a dividend to stockholders of rights to acquire our shares or, under certain circumstances, an acquiring corporation, at less than their fair market value. These rights would have certain anti-takeover effects by potentially causing substantial dilution to a person or group that attempts to acquire us.

Listing

      We intend to apply for the listing of our common stock on the New York Stock Exchange under the symbol “BBW.”

Transfer Agent and Registrar

      The transfer agent and registrar for our common stock will be Mellon Investor Services LLC. Its address is Overpeck Centre, 85 Challenger Road, Ridgefield Park, New Jersey 07660.

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SHARES ELIGIBLE FOR FUTURE SALE

      Upon completion of this offering, we will have                      shares of common stock outstanding based on shares outstanding as of                     , 2004. Of these shares, the                      shares sold in this offering will be freely transferable without restriction under the Securities Act, unless they are held by our “affiliates” as that term is used under the Securities Act and the regulations promulgated thereunder.

      Of these shares, the remaining                      shares were sold by us in reliance on exemptions from the registration requirements of the Securities Act, are restricted securities within the meaning of Rule 144 under the Securities Act and become eligible for sale in the public market as follows:

	•	beginning 90 days after the effective date,                      shares will become eligible for sale subject to the provisions of Rules 144 and 701; and
	•	beginning 180 days after the date of this prospectus,               additional shares will become eligible for sale, subject to the provisions of Rule 144, Rule 144(k) or Rule 701, upon the expiration of agreements not to sell such shares entered into between the underwriters and such stockholders.

      After the offering, the holders of                      shares of our common stock will be entitled to rights with respect to the registration of their shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming freely tradeable without restriction under the Securities Act, except for shares purchased by affiliates, immediately upon the effectiveness of this registration. For more information on these registration rights, see “Description of Capital Stock — Registration Rights.”

      Subject to certain exceptions, beginning 180 days after the date of this prospectus,                     additional shares subject to vested options as of the date of completion of this offering will be available for sale subject to compliance with Rule 701 and upon the expiration of agreements not to sell such shares entered into between the underwriters and such stockholders. Any shares subject to lock-up agreements may be released at any time without notice by the underwriters.

      In general, under Rule 144 as currently in effect, a person, or persons whose shares are aggregated, including an affiliate, who has beneficially owned restricted shares for at least one year is entitled to sell, within any three-month period commencing 90 days after the date of completion of this offering, a number of shares that does not exceed the greater of 1% of the then outstanding shares of common stock, approximately                      shares immediately after this offering, or the average weekly trading volume in the common stock during the four calendar weeks preceding such sale, subject to the filing of a Form 144 with respect to such sale and certain other limitations and restrictions. In addition, a person who is not deemed to have been an affiliate of our company at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least two years, would be entitled to sell such shares under Rule 144(k) without regard to the requirements described above.

      Any of our employees, officers, directors or consultants who purchased his or her shares before the date of completion of this offering or who holds vested options as of that date pursuant to a written compensatory plan or contract is entitled to rely on the resale provisions of Rule 701, which permits non-affiliates to sell their Rule 701 shares without having to comply with the public-information, holding-period, volume-limitation or notice provisions of Rule 144 and permits affiliates to sell their Rule 701 shares without having to comply with Rule 144’s holding-period restrictions, in each case commencing 90 days after the date of completion of this offering. However, we and certain officers, directors and other stockholders have agreed not to sell or otherwise dispose of any shares of our common stock for the 180-day period after the date of this prospectus, subject to extension in certain circumstances without the prior written consent of the underwriters. See “Underwriting.”

      We intend to file a registration statement on Form S-8 under the Securities Act to register shares of common stock reserved for issuance under our 2000 Stock Option Plan, our 2002 Stock Incentive Plan and our 2004 Stock Incentive Plan, thus permitting the resale of such shares by non-affiliates in the public

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      Before this offering, there has been no public market for our common stock, and any sale of substantial amounts in the open market may adversely affect the market price of our common stock offered hereby.

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UNDERWRITING

      Credit Suisse First Boston LLC and Citigroup Global Markets Inc. are acting as joint book-running managers for this offering. Under the terms and subject to the conditions contained in an underwriting agreement dated                     , we and the selling stockholders have agreed to sell to the underwriters named below, for whom Credit Suisse First Boston LLC and Citigroup Global Markets Inc. are acting as representatives, the following respective numbers of shares of common stock:

			Number of
			Shares
Underwriter
Credit Suisse First Boston LLC
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
A.G. Edwards & Sons, Inc.
Thomas Weisel Partners LLC
	Total

      The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

      Certain selling stockholders have granted to the underwriters a 30-day option to purchase up to                      additional shares from the selling stockholders at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

      The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $           per share. The underwriters and selling group members may allow a discount of $           per share on sales to other broker/ dealers. After the initial public offering the representatives may change the public offering price and concession and discount to broker/ dealers.

      The following table summarizes the compensation and estimated expenses we will pay:

Per Share

Total

Without

With

Without

With

Over-allotment

Over-allotment

Over-allotment

Over-allotment

Underwriting Discounts and Commissions paid by us

$

$

$

$

Expenses payable by us

$

$

$

$

Underwriting Discounts and Commissions paid by selling stockholders

$

$

$

$

Expenses payable by the selling stockholders

$

$

$

$

      The representatives have informed us and the selling stockholders that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of common stock being offered. The underwriters will not confirm sales to any accounts over which they exercise discretionary authority without first receiving a written consent from those accounts.

      We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer,

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      Our officers and directors and the selling stockholders have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that 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 our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose, unless required by law, the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the representatives for a period of 180 days after the date of this prospectus. Factors that the representatives will consider before consenting to a transaction prohibited by the lock-up agreements are emergency and hardship. Notwithstanding the foregoing, our officers, directors and selling stockholders may pledge shares of our common stock in connection with a bona fide loan transaction in which the pledge acknowledges in writing to be bound by the foregoing obligations 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 our common stock, 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 common stock. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs, or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings during the 16-day period beginning on the last day of the lock-up period, in either case, the expiration of the “lock-up” period will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings reports or the occurrence of the material news or events, as applicable, unless the representatives waive, in writing, such an extension.

      At our request, the underwriters have reserved up to 5% of the shares of common stock for sale at the initial public offering price to selected parties who are not our directors, officers or employees through a directed share program. The number of shares of common stock available for sale to the general public will be reduced by the number of directed shares purchased by participants in the program. Any directed shares not purchased will be offered by the underwriters to the general public on the same basis as all other shares of common stock offered.

      We and the selling stockholders have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

      We intend to apply to list the shares of common stock on the New York Stock Exchange under the symbol “BBW.”

      In connection with the listing of the common stock on the                     , the underwriters will undertake to sell round lots of 100 shares or more to a minimum of                      beneficial owners.

      In the future, the underwriters may provide investment banking services to us.

      Prior to this offering, there has been no public market for the common stock. The initial public offering price will be determined by negotiations among us, the selling stockholders and the representatives. Among the factors to be considered in determining the initial public offering price will be the future prospects of our company and our industry in general, sales, earnings and certain other financial and operating information of our company in recent periods, and the price-earnings ratios, comparable sales, market prices of our securities and certain financial and operating information of companies engaged in activities similar to those of our company. The estimated initial public offering price range set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors.

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      In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions, penalty bids and passive market making in accordance with Regulation M under the Exchange Act.

	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
	•	Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.
	•	Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over- allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
	•	Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
	•	In passive market making, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.

      These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the                     or otherwise and, if commenced, may be discontinued at any time.

      A prospectus in electronic format will be made available on the websites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

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NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

      The distribution of the shares of our common stock in Canada is being made only on a private placement basis exempt from the requirement that we and the selling stockholders prepare and file a prospectus with the securities regulatory authorities in each province where trades of common stock are made. Any resale of the shares of our common stock in Canada must be made under applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the shares of our common stock.

Representations of Purchasers

      By purchasing shares of our common stock in Canada and accepting a purchase confirmation a purchaser is representing to us, the selling stockholders and the dealer from whom the purchase confirmation is received that:

	•	the purchaser is entitled under applicable provincial securities laws to purchase the common stock without the benefit of a prospectus qualified under those securities laws;
	•	where required by law, that the purchaser is purchasing as principal and not as agent; and
	•	the purchaser has reviewed the text above under Resale Restrictions.

Rights of Action — Ontario Purchasers Only

      Under Ontario securities legislation, a purchaser who purchases a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of the shares of our common stock, for rescission against us and the selling stockholders in the event that this prospectus contains a misrepresentation. A purchaser will be deemed to have relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the shares of our common stock. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the shares of our common stock. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us or the selling stockholders. In no case will the amount recoverable in any action exceed the price at which the shares of our common stock were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we and the selling stockholders, will have no liability. In the case of an action for damages, we and the selling stockholders, will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the shares of our common stock as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

Enforcement of Legal Rights

      All of our directors and officers as well as the experts named herein and the selling stockholders may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

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Taxation and Eligibility for Investment

      Canadian purchasers of share of our common stock should consult their own legal and tax advisors with respect to the tax consequences of an investment in the common stock in their particular circumstances and about the eligibility of the shares of our common stock for investment by the purchaser under relevant Canadian legislation.

LEGAL MATTERS

      Bryan Cave LLP, St. Louis, Missouri has passed on the validity of the securities being offered. Certain partners of Bryan Cave LLP own interests in investment funds that own shares of our preferred stock. Shearman & Sterling LLP, New York, New York, is counsel for the underwriters in connection with the offering.

EXPERTS

      The consolidated financial statements of Build-A-Bear Workshop, Inc. as of December 28, 2002 and January 3, 2004, and for each of the years in the three-year period ended January 3, 2004, have been included herein and in the registration statement in reliance upon the report of KPMG, LLP, independent registered public accountants, appearing elsewhere herein, and upon the authorization of said firm as experts in accounting and auditing.

      As discussed in Note 2(q) to the consolidated financial statements, the Company adopted Emerging Issues Task Force Issue No. 03-6, Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings Per Share.

CHANGE OF INDEPENDENT PUBLIC ACCOUNTANTS

      In June 2002, we dismissed our independent public accountants, Arthur Andersen LLP, and retained KPMG LLP to act as our independent auditors. Arthur Andersen LLP had been our independent public accountants since 2000. In connection with Arthur Andersen LLP’s audit of the consolidated financial statements for the fiscal years 1999, 2000, and 2001 (not included herein), and in connection with the subsequent period up to their dismissal, there were no disagreements with Arthur Andersen LLP on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to Arthur Andersen LLP’s satisfaction, would have caused them to make reference to the subject matter in connection with their report on our consolidated financial statements for such years; and there were no reportable events as set forth in applicable SEC regulations. Arthur Andersen LLP’s report on our consolidated financial statements for the two fiscal years in the period ended December 29, 2001 contained no adverse opinion or disclaimer of opinion and was not modified or qualified as to uncertainty, audit scope or accounting principles. The decision to change auditors was unanimously approved by our board of directors, including all of the members of our audit committee. Prior to the dismissal of Arthur Andersen LLP, we had not consulted with KPMG LLP on any accounting matters. Because Arthur Andersen is no longer operating, we cannot obtain a letter from them regarding their agreement with the above statements.

WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the SEC a registration statement on Form S-1 (including exhibits, schedules and amendments) under the Securities Act with respect to the shares of common stock to be sold in this offering. This prospectus does not contain all the information set forth in the registration statement. For further information with respect to us and the shares of common stock to be sold in this offering, please refer to the registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other document referred to include those terms of such documents that we believe are material. Whenever a reference is made in this prospectus to any contract or other document of ours,

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      You may read and copy all or any portion of the registration statement or any other information that Build-A-Bear Workshop, Inc. files at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings, including the registration statement, are also available to you on the SEC’s website at www.sec.gov.

      As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act, and, in accordance with those requirements, will file periodic reports, proxy statements and other information with the SEC.

      This prospectus includes statistical data that were obtained from industry publications. These industry publications do not guarantee the accuracy and completeness of their information. Although we have not independently verified their data, we believe these industry publications to be generally reliable.

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BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES

		Page
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of December 28, 2002, January 3, 2004, and July 3, 2004 (unaudited)			F-3
Consolidated Statements of Operations for the years ended December 29, 2001, December 28, 2002, and January 3, 2004, and the twenty-six weeks ended June 28, 2003 (unaudited) and July 3, 2004 (unaudited)			F-4
Consolidated Statements of Stockholders’ Equity for the years ended December 29, 2001, December 28, 2002, and January 3, 2004, and for the twenty-six weeks ended July 3, 2004 (unaudited)			F-5
Consolidated Statements of Cash Flows for the years ended December 29, 2001, December 28, 2002, and January 3, 2004, and for the twenty-six weeks ended June 28, 2003 (unaudited) and July 3, 2004 (unaudited)			F-6
Notes to Consolidated Financial Statements			F-7

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

      We have audited the accompanying consolidated balance sheets of Build-A-Bear Workshop, Inc. and subsidiaries (the Company) as of December 28, 2002 and January 3, 2004, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the three-year period ended January 3, 2004. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Build-A-Bear Workshop, Inc. and subsidiaries as of December 28, 2002 and January 3, 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended January 3, 2004, in conformity with accounting principles generally accepted in the United States of America.

      As discussed in Note 2(q) to the consolidated financial statements, the Company adopted Emerging Issues Task Force Issue No. 03-6, Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings Per Share.

	/s/ KPMG LLP

St. Louis, Missouri

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BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

																		Pro Forma
						December 28,				January 3,				July 3,				July 3,
						2002				2004				2004				2004
														(Unaudited)				(Unaudited)
																		(Note 2)
ASSETS
Current assets:
	Cash and cash equivalents					$	15,865,961			$	20,600,863			$	26,314,553
	Inventories						21,570,324				22,572,627				29,948,342
	Receivable for tenant allowances						1,664,545				1,678,297				1,329,840
	Prepaid expenses and other						3,602,841				7,261,528				8,135,484
				Total current assets			42,703,671				52,113,315				65,728,219
Property and equipment, net							48,071,181				56,358,359				55,535,330
Goodwill							97,065				97,065				97,065
Other intangible assets							1,320,306				1,493,171				1,484,333
Other assets, net							1,501,031				1,902,348				1,988,530
Total Assets						$	93,693,254			$	111,964,258			$	124,833,477
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable					$	17,704,138			$	22,187,350			$	21,456,887
	Accrued expenses						9,277,406				9,769,052				13,940,326
	Other liabilities						10,909,299				12,432,368				11,675,062
				Total current liabilities			37,890,843				44,388,770				47,072,275
Deferred revenue							984,375				1,957,190				1,863,681
Other liabilities							—				876,990				803,356
Deferred tax liabilities							3,367,014				5,311,862				5,491,224
Minority interest							4,900				—				—
Preferred stock, par value $0.01. Authorized 25,000,000, aggregate redeemable and non-redeemable preferred shares; issuable in series:
	Redeemable preferred stock, at redemption price:
		Class A convertible, issued and outstanding 1,061,986 shares (liquidation value of $7,154,986, $7,574,986, and $7,784,986, respectively)					7,093,339				7,532,308				7,751,798			$	—
		Class B convertible, issued and outstanding 1,604,680 shares (liquidation value of $6,000,006)					5,938,355				5,957,324				5,966,806				—
		Class D convertible, issued and outstanding 3,467,337 shares (liquidation value of $22,990,634, $24,471,187, and $25,211,445, respectively)					22,888,128				24,400,217				25,156,260				—
							35,919,822				37,889,849				38,874,864				—
Stockholders’ equity:
	Preferred stock, par value $0.01. Authorized 25,000,000, aggregate redeemable and non-redeemable preferred shares; issuable in series:
		Nonredeemable preferred stock, at par value:
			Class A convertible, issued and outstanding 2,444,966 shares				24,450				24,450				24,450				—
			Class B convertible, issued and outstanding 2,039,427 shares				20,394				20,394				20,394				—
			Class C convertible, issued and outstanding 4,998,089, 4,998,089, and 4,949,125 shares, respectively				49,981				49,981				49,491				—
	Common stock, par value $0.01. Authorized 25,000,000 shares; issued and outstanding 217,519, 217,519, and 419,156 shares, respectively and 17,735,854 (pro forma)						2,175				2,175				4,191				177,358
	Additional paid-in capital						10,822,679				10,921,249				10,930,797				49,726,829
	Retained earnings						6,334,449				12,342,846				21,567,087				21,567,087
	Notes receivable						(1,727,828	)			(1,821,498	)			(1,868,333	)			(1,868,333	)
				Total stockholders’ equity			15,526,300				21,539,597				30,728,077				69,602,941
Total Liabilities and Stockholder’s equity						$	93,693,254			$	111,964,258			$	124,833,477			$	124,833,477

See accompanying notes to consolidated financial statements.

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BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

																	Pro forma for												Pro Forma for
																	the Year												the 26 weeks
					Years ended												Ended				26 weeks ended								ended
					December 29,				December 28,				January 3,				January 3,				June 28,				July 3,				July 3,
					2001				2002				2004				2004				2003				2004				2004
																	(Unaudited)												(Unaudited)
																	(Note 2)				(Unaudited)								(Note 2)
Revenues:
	Net retail sales				$	106,621,737			$	169,122,692			$	213,427,099							$	92,487,983			$	135,419,739
	Franchise fees					—				15,625				244,447								95,337				306,979
			Total revenues			106,621,737				169,138,317				213,671,546								92,583,320				135,726,718
Costs and expenses:
	Costs of merchandise sold					56,708,261				90,848,059				116,514,872								51,928,954				70,146,290
	Selling, general, and administrative					41,099,646				65,628,680				81,090,890								36,084,130				48,632,406
	Store preopening					3,123,601				3,090,667				3,044,745								1,491,077				579,976
	Impairment charge					1,006,220				—				—								—				—
	Litigation settlement					1,550,000				—				—								—				—
	Interest expense					207,128				77,091				13,119								—				—
	Interest income					(142,822	)			(165,176	)			(71,462	)							(54,533	)			(98,501	)
			Total costs and expenses			103,552,034				159,479,321				200,592,164								89,449,628				119,260,171
			Income before minority interest and income taxes			3,069,703				9,658,996				13,079,382								3,133,692				16,466,547
Minority interest						122,500				—				—								—				—
			Income before income taxes			3,192,203				9,658,996				13,079,382								3,133,692				16,466,547
Income tax expense						1,286,789				3,790,456				5,100,958								1,284,814				6,257,288
			Net income			1,905,414				5,868,540				7,978,424			$	7,978,424				1,848,878				10,209,259			$	10,209,259
Cumulative dividends and accretion of redeemable preferred stock						824,307				1,970,871				1,970,027				—				985,018				985,018				—
Cumulative dividends of nonredeemable preferred stock						455,350				455,350				455,350				—				227,675				227,675				—
			Net income available to common and participating preferred stockholders		$	625,757			$	3,442,319			$	5,553,047			$	7,978,424			$	636,185			$	8,996,566			$	10,209,259
Net income allocated to common stockholders					$	19,116			$	76,837			$	123,951			$	7,978,424			$	14,200			$	261,064			$	10,209,259
Net income allocated to participating preferred stockholders					$	606,641			$	3,365,482			$	5,429,096			$	—			$	621,985			$	8,735,502			$	—
Earnings per common share:
	Basic				$	0.09			$	0.35			$	0.57			$	0.46			$	0.07			$	0.92			$	0.58
	Diluted				$	0.07			$	0.32			$	0.45			$	0.44			$	0.07			$	0.57			$	0.57
Shares used in computing common per share amounts:
		Basic				217,519				217,519				217,519				17,534,217				217,519				284,731				17,601,429
		Diluted				9,101,143				12,055,458				17,546,348				18,006,638				9,367,692				17,938,328				18,031,921

See accompanying notes to consolidated financial statements.

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Table of Contents

BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

		Nonredeemable preferred stock																Additional
														Common				paid-in				Retained				Notes
		Class A				Class B				Class C				stock				capital				earnings				receivable				Total
Balance, December 30, 2000		$	24,450			$	20,394			$	49,981			$	2,175			$	10,394,018			$	1,355,673			$	(1,299,167	)		$	10,547,524
Issuance of 40,982 shares of restricted stock			—				—				—				—				249,990				—				(249,990	)			—
Record interest on notes receivable			—				—				—				—				85,001				—				(85,001	)			—
Record cumulative dividends and accretion of redeemable preferred stock			—				—				—				—				—				(824,307	)			—				(824,307	)
Net income			—				—				—				—				—				1,905,414				—				1,905,414
Balance, December 29, 2001			24,450				20,394				49,981				2,175				10,729,009				2,436,780				(1,634,158	)			11,628,631
Record interest on notes receivable			—				—				—				—				93,670				—				(93,670	)			—
Record cumulative dividends and accretion of redeemable preferred stock			—				—				—				—				—				(1,970,871	)			—				(1,970,871	)
Net income			—				—				—				—				—				5,868,540				—				5,868,540
Balance, December 28, 2002			24,450				20,394				49,981				2,175				10,822,674				6,334,449				(1,727,828	)			15,526,300
Record interest on notes receivable			—				—				—				—				93,670				—				(93,670	)			—
Record cumulative dividends and accretion of redeemable preferred stock			—				—				—				—				—				(1,970,027	)			—				(1,970,027	)
Other			—				—				—				—				4,900				—				—				4,900
Net income			—				—				—				—				—				7,978,424				—				7,978,424
Balance, January 3, 2004			24,450				20,394				49,981				2,175				10,921,249				12,342,846				(1,821,498	)			21,539,597
Record interest on notes receivable			—				—				—				—				46,835				—				(46,835	)			—
Record cumulative dividends and accretion of redeemable preferred stock (unaudited)			—				—				—				—				—				(985,018	)			—				(985,018	)
Exercise of stock options in exchange for outstanding shares, net of tax benefit (unaudited)			—				—				(490	)			2,016				(37,287	)			—				—				(35,761	)
Net income (unaudited)			—				—				—				—				—				10,209,259				—				10,209,259
Balance, July 3, 2004 (unaudited)		$	24,450			$	20,394			$	49,491			$	4,191			$	10,930,797			$	21,567,087			$	(1,868,333	)		$	30,728,077

See accompanying notes to consolidated financial statements.

F-5

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Table of Contents

BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

						Years ended
																		26 weeks ended
						December 29,				December 28,				January 3,
						2001				2002				2004				June 28, 2003				July 3, 2004
																		(Unaudited)
Cash flows from operating activities:
	Net income					$	1,905,414			$	5,868,540			$	7,978,424			$	1,848,878			$	10,209,259
	Adjustments to reconcile net income to net cash from operating activities:
		Depreciation and amortization					4,588,324				7,775,448				11,065,217				4,938,601				6,030,048
		Deferred taxes					431,699				1,607,400				1,619,419				628,950				(525,676	)
		Loss on disposal of property and equipment					—				—				339,709				63,305				159,357
		Impairment of goodwill					—				—				200,000				—				—
		Impairment charge					1,006,220				—				—				—				—
		Minority interest					(122,500	)			—				—				—				—
		Stock-based compensation					—				—				—				—				94,006
		Change in current assets and liabilities:
			Inventories				(3,937,679	)			(9,037,918	)			(1,002,303	)			(42,271	)			(7,375,715	)
			Prepaid expenses and other				504,177				(632,402	)			(3,333,258	)			230,711				(374,354	)
			Accounts payable				5,201,837				5,748,466				4,483,212				(2,235,948	)			(730,463	)
			Accrued expenses and other liabilities				4,904,851				7,334,048				3,864,520				(6,435,971	)			3,322,491
				Net cash provided by (used in) operating activities			14,482,343				18,663,582				25,214,940				(1,003,745	)			10,808,953
Cash flows from investing activities:
	Purchases of property and equipment						(21,624,454	)			(18,718,286	)			(18,362,230	)			(10,338,465	)			(4,437,951	)
	Purchases of other assets						(1,721,936	)			(1,574,631	)			(1,917,808	)			(638,997	)			(657,312	)
	Purchase of minority interest in subsidiary						—				—				(200,000	)			(200,000	)			—
	Minority interest investment						66,150				61,250				—				—				—
				Net cash used in investing activities			(23,280,240	)			(20,231,667	)			(20,480,038	)			(11,177,462	)			(5,095,263	)
Cash flows from financing activities:
	Payments of long-term debt						(1,768,500	)			(106,077	)			—				—				—
	Net proceeds (costs) from sale of redeemable preferred stock						21,024,016				(15,187	)			—				—				—
				Net cash provided by (used in) financing activities			19,255,516				(121,264	)			—				—				—
				Net increase (decrease) in cash and cash equivalents			10,457,619				(1,689,349	)			4,734,902				(12,181,207	)			5,713,690
Cash and cash equivalents, beginning of year							7,097,691				17,555,310				15,865,961				15,865,961				20,600,863
Cash and cash equivalents, end of year						$	17,555,310			$	15,865,961			$	20,600,863			$	3,684,754			$	26,314,553
Supplemental disclosure of cash flow information:
	Cash paid during the year for:
		Interest				$	207,128			$	77,091			$	13,119			$	—			$	—
		Income taxes				$	1,125,367			$	2,336,936			$	2,249,231			$	2,234,202			$	5,852,960
	Noncash transaction:
		Cumulative dividends and accretion of redeemable preferred stock				$	824,307			$	1,970,871			$	1,970,027			$	985,018			$	985,018

See accompanying notes to consolidated financial statements.

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Table of Contents

BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)	Description of Business

      Build-A-Bear Workshop, Inc. (the Company) is a specialty retailer of plush animals and related products. At January 3, 2004, the Company operated 150 stores (unaudited) located in the United States and Canada and an Internet store. The Company was formed in September 1997 and began operations in October 1997. The Company changed to a Delaware C Corporation on April 3, 2000. The Company previously operated as a Missouri Limited Liability Company (LLC).

      During 2001, the Company and a third party formed Build-A-Bear Entertainment, LLC (BABE) for the purpose of promoting the Build-A-Bear brand and characters of the Company through certain entertainment media. Prior to February 2003, the Company owned 51% and was the managing member. BABE has had no active operations for the period from December 29, 2001 through February 10, 2003. On February 10, 2003, the Company purchased for $200,000 the 49% minority interest in BABE, which then became a wholly owned subsidiary.

      During 2002, the Company formed Build-A-Bear Workshop Franchise Holdings, Inc. (Holdings) for the purpose of entering into franchise agreements with companies in foreign countries other than Canada. Holdings is a wholly owned subsidiary of the Company. In 2002 and 2003, Holdings signed franchise agreements with third parties to open Build-A-Bear Workshop stores in Japan, the United Kingdom, Korea, Denmark, and France. For each of the franchise agreements, Holdings received a one-time, nonrefundable fee that has been deferred and is being amortized over the life of the respective franchise agreement. Holdings will also receive a percentage of all sales by the franchisees. As of January 3, 2004, one Build-A-Bear Workshop store had been opened in the United Kingdom.

      During 2002, the Company formed Build-A-Bear Workshop Canada Ltd. (BAB Canada) for the purpose of operating Build-A-Bear Workshop stores in Canada. BAB Canada is a wholly owned subsidiary of the Company.

      During 2003, the Company formed Build-A-Bear Retail Management, Inc. (BABRM) for the purpose of providing purchasing, legal, information technology, accounting, and other general management services for Build-A-Bear Workshop stores. BABRM is a wholly owned subsidiary of the Company.

(2)	Summary of Significant Accounting Policies

      A summary of the Company’s significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows:

(a)	Principles of Consolidation

      The accompanying consolidated financial statements include the accounts of Build-A-Bear Workshop, Inc. and its wholly owned subsidiaries, Shirts Illustrated, L.L.C., Holdings, BAB Canada, BABE, and BABRM. All significant intercompany accounts are eliminated in consolidation.

      Certain reclassifications were made to prior years’ financial statements to be consistent with the fiscal year 2003 presentation.

(b)	Pro Forma Presentation (unaudited)

      The consolidated balance sheet as of July 3, 2004 reflects the pro forma effect of the mandatory conversion of all outstanding preferred stock into shares of common stock. The consolidated statements of operations for the year ended January 3, 2004 and the 26 weeks ended July 3, 2004 reflect the pro forma

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

effect of the mandatory conversion of all the outstanding preferred stock into shares of common stock upon the consummation of a qualified initial public offering as if such conversion had occurred as of December 29, 2002 and January 4, 2004 respectively. The conversion ratio assumes the number of shares to be issued upon the conversion of the outstanding preferred stock based upon our Amended and Restated Certificate of Incorporation effective on August 10, 2004, or 17,316,698 shares.

      Pro forma basic earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during each period presented plus the maximum number of shares to be issued upon the conversion of the preferred stock. Pro forma diluted earnings per share is computed similarly to pro forma basic earnings per share, except that the denominator is increased for the assumed conversion of dilutive stock options using the treasury stock method.

      The following table sets forth the computation of pro forma basic earnings per share and pro forma diluted earnings per share for the fiscal year ended January 3, 2004 and the twenty-six weeks ended July 3, 2004 (unaudited):

			January 3, 2004				July 3, 2004
							(unaudited)
Net income available to common shareholders — pro forma			$	7,978,424			$	10,209,259
Weighted average number of common shares — basic as previously reported				217,519				284,731
	Series A-1			1,483,060				1,483,060
	Series A-2			182,442				182,442
	Series A-3			1,252,846				1,252,846
	Series A-4			268,257				268,257
	Series A-5			1,384,122				1,384,122
	Series B-1			275,352				275,352
	Series B-2			1,453,072				1,453,072
	Series B-3			311,003				311,003
	Series B-4			1,604,680				1,604,680
	Series C-1			3,418,306				3,418,306
	Series C-2			1,385,507				1,385,507
	Series C-3			145,312				145,312
	Series D			4,152,739				4,152,739
Pro forma weighted average number of common shares — basic				17,534,217				17,601,429
Effect of dilutive securities:
	Stock options			377,528				327,489
	Restricted stock			94,893				103,003
Weighted average number of common shares — dilutive				18,006,638				18,031,921
Pro forma earnings per common share:
	Basic		$	0.46			$	0.58
	Diluted		$	0.44			$	0.57

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(c)	Fiscal Year

      The Company operates on a 52- or 53-week fiscal year ending on the Saturday closest to December 31. Fiscal years 2001, 2002, and 2003 ended on December 29, 2001, December 28, 2002, and January 3, 2004, respectively. Fiscal years 2001 and 2002 included 52 weeks and fiscal year 2003 included 53 weeks. References to years in these financial statements relate to fiscal years or year ends rather than calendar years.

(d)	Cash and Cash Equivalents

      Cash and cash equivalents include cash and short-term highly liquid investments with original maturities of three months or less.

      The majority of the Company’s cash and cash equivalents exceed federal deposit insurance limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to any significant credit risk on cash and cash equivalents.

(e)	Inventories

      Inventories are stated at the lower of cost or market, with cost determined on an average-cost basis.

(f)	Property and Equipment

      Property and equipment consist of leasehold improvements, furniture and fixtures, and computer equipment and software are stated at cost. Leasehold improvements are depreciated using the straight-line method over the life of the lease, generally ten years. Furniture and fixtures and computer equipment are depreciated using the straight-line method over the estimated service lives ranging from three to seven years. Computer software is amortized using the straight-line method over a period of three years. New store construction deposits are recorded at the time the deposit is made as construction-in-progress and reclassified to the appropriate property and equipment category at the time of completion of construction, when operations of the store commence.

      As part of its lease agreements, the Company receives certain tenant allowances to offset the Company’s cost of building out its stores. During the period of construction and prior to the opening of the stores, tenant allowances to be received have been recorded as a receivable for tenant allowances and as a reduction in leasehold improvements.

(g)	Other Intangible Assets

      Other intangible assets consist primarily of costs related to trademarks and other intellectual property and deferred leasing fees. Trademarks and other intellectual property represent third-party costs that are capitalized and amortized over their estimated lives of three years using the straight-line method.

(h)	Other Assets

      Deferred leasing fees are initial, direct costs related to the Company’s operating leases and are amortized over the useful life of the lease.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(i)	Long-lived Assets

      If facts and circumstances indicate that a long-lived asset may be impaired, the carrying value is reviewed. If this review indicates that the carrying value of the asset will not be recovered, as determined based on projected undiscounted cash flows related to the asset over its remaining life, the carrying value of the asset is reduced to its estimated fair value.

(j)	Accrued Rent

      Certain of the Company’s operating leases contain predetermined fixed escalations of minimum rentals during the original lease terms. For these leases, the Company recognizes the related rental expense on a straight-line basis over the life of the lease and records the difference between the amounts charged to operations and amounts paid as accrued rent. In addition, certain of the Company’s leases contain future contingent increases in rentals. Such increases in rental expense are recorded in the period in which such contingent increases to the rentals take place.

(k)	Franchises

      The Company defers initial, one-time nonrefundable franchise fees and amortizes them over the life of the respective franchise agreements, which extend for periods up to 10 years. Continuing franchise fees are recognized as revenue as the fees are earned. The Company defers direct and incremental costs incurred with third parties when entering into franchise agreements and amortizes them over the life of the respective franchise agreements.

(l)	Retail Revenue Recognition

      Net retail sales are net of discounts, exclude sales tax, and are recognized at the time of sale.

      Revenues from the sale of gift certificates are recognized at the time of redemption. Unredeemed gift certificates are included in accrued expenses on the consolidated balance sheets.

      The Company has a frequent shopper program for its U.S. stores whereby customers who purchase $100 of merchandise receive a card for $10 off a future purchase. An estimate, based on historical redemption rates, of the amount of revenue to be deferred related to this program is recorded at the time of each purchase as a reduction of net retail sales. The deferred revenue is included in other current liabilities on the consolidated balance sheets and is recognized as net retail sales at the time the card is presented for redemption. Management evaluates the redemption rate under this program through the use of frequent shopper cards which have an expiration date after which the frequent purchase discount would not have to be honored. Management reviews these redemption rates and assesses the adequacy of the deferred revenue account at the end of each second quarter and each fiscal year. Based on this assessment at the end of fiscal 2003, the deferred revenue account was determined to be overstated and was adjusted downward by $1.1 million with a corresponding increase to net retail sales, an increase in net income of $0.7 million, net of income taxes of $0.4 million, and an increase in basic earnings per share of $0.07 for the year ended January 3, 2004. Additionally, the amount of revenue being deferred beginning in fiscal 2004 was decreased by 0.2% to give effect to the change in redemption experience resulting in an increase in net retail sales of $275,000, an increase in net income of $173,000, net of income taxes of $102,000 and an increase in basic earnings per share of $0.02 for the twenty-six weeks ended July 3, 2004.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(m)	Costs of Merchandise Sold

      Costs of merchandise sold include the cost of the merchandise, store occupancy cost, including store depreciation, freight costs from the manufacturer to the store, cost of warehousing and distribution, packaging, and damages and shortages.

(n)	Selling, General, and Administrative Expenses

      Selling, general, and administrative expenses include store payroll and related benefits, advertising, credit card fees, and store supplies, as well as central office management payroll, related benefits, travel, information systems, accounting, insurance, legal, and public relations. It also includes depreciation and amortization of central office leasehold improvements, furniture, fixtures, and equipment, as well as amortization of trademarks and intellectual property.

(o)	Store Preopening Expenses

      Store preopening expenses, including store set-up and certain labor and hiring costs, are expensed as incurred.

(p)	Advertising

      Production costs of commercials and programming are charged to operations in the period during which the production is first aired. The costs of other advertising, promotion and marketing programs are charged to operations in the period the program takes place. Advertising expense was $3,493,000, $6,002,000, and $10,883,000 for the years ended December 29, 2001 December 28, 2002, and January 3, 2004, respectively.

(q)	Income Taxes

      Income taxes are accounted for using a balance sheet approach known as the asset and liability method. The liability method accounts for deferred income taxes by applying the statutory tax rates in effect at the date of the consolidated balance sheets to differences between the book basis and the tax basis of assets and liabilities.

(r)	Earnings Per Share

      In July 2004, the Company adopted Emerging Issues Task Force (EITF) No. 03-06, Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings per Share. The consensus required the use of the two-class method in the calculation and disclosure of basic earnings per share and provided guidance on the allocation of earnings and losses for purposes of calculating basic earnings per share. Accordingly, all periods presented have been retroactively adjusted to give effect to such guidance.

      Certain classes of preferred stock are entitled to participate in cash dividends on common stock. For purposes of calculating basic earnings per share, undistributed earnings are allocated to common and participating preferred shares on a pro rata basis. Basic earnings per share is determined by dividing net income available to common and participating stockholders by the weighted average number of common and participating shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if options to issue common stock or conversion rights of preferred stocks were exercised. In periods in which the inclusion of such instruments is anti-dilutive, the effect of such securities is not given consideration.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(s)	Stock-Based Compensation

      The Company accounts for stock-based compensation in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. Compensation expense for stock options is measured as the excess, if any, of the quoted market price of the Company’s common stock at the date of the grant over the amount an employee must pay to acquire the common stock.

      In December 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, an Amendment of FASB Statement 123, to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company previously adopted the disclosure-only provisions of SFAS No. 123. For 2001, 2002, and 2003, no compensation cost was recognized at the date of the grant under APB No. 25 for the Company’s stock option plans as options have been issued at fair value. The following table illustrates the effect on net earnings and net earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation for the years ended December 29, 2001, December 28, 2002, January 3, 2004, and the twenty-six weeks ended June 28, 2003 (unaudited) and July 3, 2004 (unaudited).

				Fiscal Years Ended												Twenty-Six Weeks Ended
				December 29,				December 28,				January 3,				June 28,				July 3,
				2001				2002				2004				2003				2004
																(Unaudited)
Net income:
	As reported			$	1,905,414			$	5,868,540			$	7,978,424			$	1,848,878			$	10,209,259
	Add stock-based compensation recorded, net of related tax effect				—				—				—				—				59,219
	Deduct stock-based employee compensation expense under fair value-based method, net of related tax effects				(116,388	)			(118,187	)			(243,345	)			(106,265	)			(126,137	)
		Pro forma (unaudited)		$	1,789,026			$	5,750,353			$	7,735,079			$	1,742,613			$	10,142,341
Basic earnings per common share:
	As reported			$	0.09			$	0.35			$	0.57			$	0.07			$	0.92
	Pro forma (unaudited)			$	0.07			$	0.34			$	0.54			$	0.05			$	0.91
Diluted earnings per common share:
	As reported			$	0.07			$	0.32			$	0.45			$	0.07			$	0.57
	Pro forma (unaudited)			$	0.06			$	0.32			$	0.44			$	0.06			$	0.57

      The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: (a) dividend yield of 0%; (b) expected volatility of 0%; (c) risk-free interest rate ranging from 2.8% to 6.3%; and (d) an expected life of nine, ten, and nine years for 2001, 2002, and 2003, respectively, and nine years for each of the twenty-six week periods

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ended June 28, 2003 (unaudited) and July 3, 2004 (unaudited), respectively. The weighted average fair value of the options at the grant date was $2.16, $2.87, and $2.70 per share for grants in fiscal 2001, 2002, and 2003, respectively, and $2.70 and $2.43 for the twenty-six weeks ended June 28, 2003 (unaudited) and July 3, 2004 (unaudited), respectively.

(t)	Fair Value of Financial Instruments

      For purposes of financial reporting, management has determined that the fair value of financial instruments, including cash and cash equivalents, receivable for tenant allowances, accounts payable, and accrued expenses, approximates book value at December 28, 2002 and January 3, 2004.

(u)	Use of Estimates

      The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment and intangibles, inventories, and deferred income tax assets and the determination of our deferred revenue under our frequent shopper program.

(v)	Recent Accounting Pronouncements

      In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures in its statements of financial position certain financial instruments of both liabilities and equity. SFAS No. 150 requires issuers to classify as liabilities (or assets in some circumstances) three classes of freestanding instruments entered into or modified after May 31, 2003, at the beginning of the first interim period beginning after June 15, 2003 for all existing financial instruments. As of July 3, 2004, the Company did not have financial instruments within the scope of SFAS No. 150.

      In March 2004, the Emerging Issues Task Force completed its discussion of and provided consensus guidance on Issue No. 03-6, Participating Securities and the Two-Class Method under FASB Statement No 128, Earning per Share. The consensus interpreted the definition of a “participating security”, required the use of the two-class method in the calculation and disclosure of basic earnings per share, and provided guidance on the allocation of earnings and losses for purposes of calculating basic earnings per share. Certain of our classes of preferred stock are entitled to participate in cash dividends on common stock. Accordingly, this consensus has been applied in the calculation of basic earnings per share for all periods presented.

(w)	Interim Financial Data (Unaudited)

      The accompanying consolidated balance sheet as of July 3, 2004 and the accompanying consolidated statements of operations, stockholders’ equity and cash flows for the 26 weeks ended July 3, 2004 and June 28, 2003 have been prepared by the Company without an audit. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation for such periods have been made. Results for interim periods should not be considered as indicative of results for a full year.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      Footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted herein with respect to the interim financial data. The interim information herein should be read in conjunction with the annual financial information presented herein.

(3)	Impairment Charge

      During 2001, the Company identified three stores that were not meeting operating objectives and determined the stores were impaired and would be closed at the time of the early termination provision of the leases for each of the stores. The Company recorded a provision for impairment totaling $1,006,220 which included $519,119 related to the write down of property and equipment and other assets and $487,101 of accrued expenses to be incurred in the closing of the stores at the exercise of the early termination provision. During 2003, the Company closed one of the stores, one store was closed during the twenty-six weeks ended July 3, 2004, and the remaining store is anticipated to close in early 2005. As of January 3, 2004, accrued expenses includes $447,107 related to these stores. Other cash costs represent certain costs incurred with the execution of the early termination of the leases and the required restoration of the leased space as a result of the early termination. The accrued costs as of July 3, 2004 will be paid at the closing of the remaining store. The following table presents activity related to the provision for impairment discussed above during fiscal years 2001, 2002, and 2003:

		Fixed asset				Other cash
		impairments				costs				Total
Balance at December 30, 2000		$	—			$	—			$	—
Provision			519,119				487,101				1,006,220
Write-off of impaired assets			(519,119	)			—				(519,119	)
Balance at December 29, 2001			—				487,101				487,101
Activity			—				—				—
Balance at December 28, 2002			—				487,101				487,101
Store closing costs			—				(39,994	)			(39,994	)
Balance at January 3, 2004			—				447,107				447,107
Store closing costs (unaudited)			—				(191,002	)			(191,002	)
Balance at July 3, 2004 (unaudited)		$	—			$	256,105			$	256,105

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4)	Property and Equipment

      Property and equipment consist of the following:

		2002				2003
Leasehold improvements		$	38,023,837			$	48,308,151
Furniture and fixtures			12,010,189				15,087,759
Computer hardware			7,164,387				9,006,592
Computer software			4,075,994				5,971,151
New store construction deposits			697,948				1,066,376
			61,972,355				79,440,029
Less accumulated depreciation			13,901,174				23,081,670
		$	48,071,181			$	56,358,359

      For 2001, 2002, and 2003, depreciation expense was $3,864,416, $6,886,275, and $9,721,591, respectively. Leasehold improvements are net of total tenant allowances received from lessors of $15,730,431 and $22,299,385 at December 28, 2002 and January 3, 2004, respectively.

(5)	Goodwill

      The changes in the carrying amount of goodwill for the year ended January 3, 2004 are as follows:

Balance as of December 28, 2002		$	97,065
Purchase of minority interest in BABE			200,000
Impairment loss			(200,000	)
Balance as of January 3, 2004		$	97,065

      Accumulated amortization related to goodwill was $20,987 at December 28, 2002 and January 3, 2004.

      On February 10, 2003, the Company purchased the 49% minority interest in BABE for $200,000, which was allocated to goodwill due to the insignificance of the fair value of the identifiable net assets. A goodwill impairment loss of $200,000 was recognized in the BABE investment since the carrying amount of the investment was greater than the fair value (as determined using the expected present value of future cash flows) and the carrying amount of the goodwill exceeded the implied fair value of that goodwill. The goodwill impairment loss is included in selling, general, and administrative expenses in the consolidated statements of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6)	Other Intangible Assets

      Other intangible assets consist of trademarks and other intellectual property. For 2001, 2002, and 2003, amortization expense was $723,908, $889,173, and $1,343,626, respectively. Amortized intangible assets consist of the following:

			2002				2003
Trademarks			$	2,819,664			$	3,626,630
Intellectual property				378,893				636,654
	Total			3,198,557				4,263,284
Less accumulated amortization				1,878,251				2,770,113
	Total, net		$	1,320,306			$	1,493,171

      Trademarks and intellectual property are amortized over three years. Amortization expense related to trademarks and intellectual property was $578,689, $721,762, and $873,760 for 2001, 2002, and 2003, respectively. Estimated amortization expense for 2004, 2005, and 2006 is $766,448, $503,084, and $223,639, respectively.

(7)	Other Assets

      Other assets, net of accumulated amortization, consist of the following:

		2002				2003
Deferred leasing fees		$	1,298,403			$	1,424,564
Deferred franchise costs			194,116				448,039
Other			8,512				29,745
		$	1,501,031			$	1,902,348

(8)	Accrued Expenses

	Accrued expenses consist of the following:

		2002				2003
Accrued wages and related expenses		$	3,690,665			$	1,853,094
Accrued rent and related expenses			3,545,636				3,774,320
Sales tax payable			1,846,275				2,842,669
Current income taxes payable			194,830				1,298,969
		$	9,277,406			$	9,769,052

(9)	Other Current Liabilities

	Other current liabilities consist of the following:

		2002				2003
Gift certificates and customer deposits		$	7,962,930			$	9,345,844
Deferred revenue			2,946,369				3,086,524
		$	10,909,299			$	12,432,368

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(10)	Income Taxes

	The components of the provision for income taxes are as follows:

				2001				2002				2003
Current:
	Federal			$	753,203			$	1,531,865			$	2,754,747
	State				101,887				551,191				626,792
	Foreign				—				100,000				100,000
Deferred:
	Federal				333,586				1,487,317				1,332,627
	State				98,113				120,083				286,792
		Income tax expense		$	1,286,789			$	3,790,456			$	5,100,958

      The income tax expense is different from the amount computed by applying the U.S. statutory Federal income tax rates to income before income taxes. The reasons for these differences are as follows:

			2001				2002				2003
Income before income taxes			$	3,192,203			$	9,658,996			$	13,079,382
U.S. statutory Federal income tax rate				34	%			34	%			34	%
	Computed income taxes			1,085,349				3,284,059				4,446,990
State income taxes, net of Federal tax benefit				132,000				443,040				602,965
Other				69,440				63,357				51,003
	Income tax expense		$	1,286,789			$	3,790,456			$	5,100,958
Effective tax rate				40	%			39	%			39	%

      Temporary differences that gave rise to deferred income tax assets and liabilities are as follows:

				2002				2003
Deferred income tax assets:
	Accrued rents			$	663,134			$	1,031,047
	Deferred revenue				1,513,336				1,893,706
	Deferred compensation				308,000				308,000
	Intangible assets				474,929				697,113
	Store impairment				387,395				179,154
	Other				132,249				151,405
		Total deferred income tax assets			3,479,043				4,260,425
Deferred income tax liabilities:
	Depreciation				(4,608,322	)			(7,010,568	)
	Other				(952	)			—
		Total deferred income tax liabilities			(4,609,274	)			(7,010,568	)
		Net deferred income tax liability		$	(1,130,231	)		$	(2,750,143	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      Long-term deferred income tax liabilities of $3,367,014 and $5,311,862 are included in deferred tax liabilities as of December 28, 2002 and January 3, 2004, respectively. Current deferred income tax assets of $2,236,783 and $2,561,719 are included in prepaid expenses and other as of December 28, 2002 and January 3, 2004, respectively.

      A valuation allowance would be provided on deferred tax assets when it is more likely than not that some portion of the assets will not be realized. The Company has not established a valuation allowance at December 28, 2002 and January 3, 2004.

(11)	Long-Term Debt

      On May 30, 2003, the Company amended its secured line of credit with a bank maintaining their borrowing capacity at $15,000,000. This line of credit matured on May 31, 2004 and renewed with substantially the same terms and a maturity date of May 31, 2005. Borrowings are secured by essentially all of the assets of the Company. Availability under the agreement is based on the levels of accounts receivable, inventory, and property and equipment. The credit agreement requires the Company to comply with certain financial covenants, including maintaining a minimum tangible net worth and funded debt to Earnings before interest, depreciation and amortization ratio. As of January 3, 2004 and July 3, 2004, the Company was in compliance with the amended and restated loan agreement’s covenants. The outstanding balance at January 3, 2004, December 28, 2002, July 3, 2004 (unaudited), was $0. The interest rate for the line of credit is the prime rate less 0.5%. Subsequent to July 3, 2004 (unaudited), the Company issued a $1.1 million standby line of credit under its agreement.

(12)	Commitments and Contingencies

(a)	Operating Leases

      The Company leases its retail stores, internet store, and corporate offices under agreements which expire at various dates through 2014. Each store lease contains provisions for base rent plus contingent payments based on defined sales. Total office and retail store base rent expense was $6,956,000, $11,770,000, and $16,546,000 and contingent rents were $525,000, $763,000, and $670,000 for 2001, 2002, and 2003, respectively.

      Future minimum lease payments at January 3, 2004, were as follows:

		January 3, 2004
2004		$	17,879,000
2005			18,228,000
2006			18,549,000
2007			18,797,000
2008			18,932,000
Subsequent to 2008			59,018,000
		$	151,403,000

      Subsequent to January 3, 2004, the Company has continued to expand its number of operating locations resulting in an increase in its commitments to future minimum lease payments. As of July 3, 2004 (unaudited), the Company has outstanding future minimum lease payments of $187,940,000.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(b)	Litigation

      The Company was a party to a lawsuit in which a competitor alleged that the Company misappropriated certain trade secrets and other intellectual property. The Company denied those claims and believes that the allegations in the lawsuit were without merit. Nevertheless, in order to avoid the diversion of management time in dealing with this matter, as well as to avoid additional costs associated with the litigation, the Company elected to resolve this matter without further intervention of the court. During 2001, the matter was resolved to the mutual satisfaction of the parties through a confidential settlement agreement. Pursuant to the settlement agreement, the lawsuit was dismissed with prejudice and the parties agreed to mutual releases of their respective claims. The total amount of the settlement was $2,250,000, of which the Company paid $1,550,000 and the Company’s insurance carrier paid the balance of $700,000. The settlement agreement also includes agreements relating to trademarks, store location restrictions, and certain other terms that the Company does not believe are or will be material to the Company’s operations.

      In the normal course of business, the Company is subject to certain claims or lawsuits. Management is not aware of any claims or lawsuits that will have a material adverse effect on the consolidated financial position or results of operations of the Company.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(13)	Earnings Per Share

      The following table sets forth the computation of basic and diluted earnings per share:

				Fiscal Years Ended												Twenty-Six Weeks Ended
				December 29,				December 28,				January 3,				June 28,				July 3,
				2001				2002				2004				2003				2004
																(Unaudited)
Net income				$	1,905,414			$	5,868,540			$	7,978,424			$	1,848,878			$	10,209,259
Cumulative dividends and accretion of redeemable preferred stock					824,307				1,970,871				1,970,027				985,018				985,018
Cumulative dividends of nonredeemable preferred stock					455,350				455,350				455,350				227,675				227,675
	Net income available to common and participating preferred stockholders				625,757				3,442,319				5,553,047				636,185				8,996,566
Dividends and accretion related to dilutive preferred stock:
	Series A-1				—				195,300				195,300				—				97,650
	Series A-2				—				34,850				34,850				—				17,425
	Series A-3				—				175,000				175,000				—				87,500
	Series A-4				—				50,200				50,200				—				25,100
	Series A-5				—				—				438,969				—				219,484
	Series B-4				18,969				18,969				18,969				9,485				9,485
	Series D				—				—				1,512,089				—				756,045
		Total dividends and accretion			18,969				474,319				2,425,377				9,485				1,212,689
				$	644,726			$	3,916,638			$	7,978,424			$	645,670			$	10,209,255
Net income allocated to common stockholders				$	19,116			$	76,837			$	123,951			$	14,200			$	261,064
Net income allocated to participating preferred stockholders				$	606,641			$	3,365,482			$	5,429,096			$	621,985			$	8,735,502
Weighted average number of common shares outstanding					217,519				217,519				217,519				217,519				284,731
Weighted average number of participating preferred shares outstanding					6,902,954				9,527,412				9,527,412				9,527,412				9,527,412
Weighted average number of common shares outstanding					217,519				217,519				217,519				217,519				284,731
Effect of dilutive securities:
	Stock options				237,580				310,305				377,528				387,198				327,489
	Restricted stock				3,848				48,263				94,893				120,779				103,003

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

				Fiscal Years Ended												Twenty-Six Weeks Ended
				December 29,				December 28,				January 3,				June 28,				July 3,
				2001				2002				2004				2003				2004
																(Unaudited)
Convertible preferred shares:
	Series A-1				—				1,320,440				1,400,096				—				1,459,829
	Series A-2				—				162,427				171,679				—				179,585
	Series A-3				—				1,115,460				1,182,744				—				1,233,219
	Series A-4				—				238,848				253,260				—				264,056
	Series A-5				—				—				1,306,688				—				1,362,440
	Series B-1				275,352				275,352				275,352				275,352				275,352
	Series B-2				1,453,072				1,453,072				1,453,072				1,453,072				1,453,072
	Series B-3				311,003				311,003				311,003				311,003				311,003
	Series B-4				1,604,680				1,604,680				1,604,680				1,604,680				1,604,680
	Series C				4,998,089				4,998,089				4,998,089				4,998,089				4,998,089
	Series D				—				—				3,899,745				—				4,061,780
		Total dilutive convertible preferred shares			8,642,196				11,479,371				16,856,408				8,642,196				17,223,105
	Weighted average number of common shares — dilutive				9,101,143				12,055,458				17,546,348				9,367,692				17,938,328
Earnings per share:
	Basic:
		Per common share		$	0.09			$	0.35			$	0.57			$	0.07			$	0.92
		Per participating preferred share		$	0.09			$	0.35			$	0.57			$	0.07			$	0.92
	Diluted			$	0.07			$	0.32			$	0.45			$	0.07			$	0.57

      In calculating diluted earnings per share for the years ended December 29, 2001, December 28, 2002, January 3, 2004, and the for the six months ended June 28, 2003 (unaudited) and July 3, 2004 (unaudited) options, restricted stock, and convertible preferred shares of 7,659,441, 5,093,723, and 237,734, 8,193,869, and 494,468, respectively, were outstanding as of the end of the periods, but were not included in the computation of diluted earnings per share due to their anti-dilutive effect.

(14)	Stock Option Plan

      In November 1997, the members of Build-A-Bear Workshop L.L.C. (LLC) adopted the Build-A-Bear Workshop L.L.C. Employee Option Plan. This plan authorized the LLC members to issue options to purchase LLC Class A member interests. The vesting, exercise prices, and other terms of the options were determined by the LLC members. During 1998, the LLC members granted options for a total of three units to two employees. At the grant dates, each unit represented 1% ownership in LLC and was subject to adjustments to maintain such interest in the event of future equity transactions.

      When LLC reorganized to a corporation on April 3, 2000, the Company adopted the 2000 Stock Option Plan (the Plan). Under the Plan, the Company granted 300,000 vested options to replace the three

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

unit options that were granted during 1998. The exercise price for these options is $0.465 per share. Compensation expense of $500,000 and $300,000 for these options was recorded in 1999 and 2000, respectively. In 2003, the Company adopted the Build-A-Bear Workshop, Inc. 2002 Stock Incentive Plan (collectively, the Plans).

      Under the Plans, as amended, up to 2,200,000 shares of common stock were reserved and may be granted to employees and nonemployees of the Company. To date, no options have been granted to nonemployees. The Plan allows for the grant of incentive stock options, nonqualified stock options, and restricted stock (see note 15b). Options granted under the Plan expire no later than 10 years from the date of the grant. The exercise price of each incentive stock option shall not be less than 100% of the fair value of the stock subject to the option on the date the option is granted. The exercise price of the nonqualified options shall be determined from time to time by the compensation committee of the board of directors (the Committee). The vesting provision of individual options is at the discretion of the Committee.

      A summary of the balances and activity for the Plans follow:

										Weighted
		Number of				Range of				Average Price
		Shares				Exercise Price				Per Share
Outstanding, December 29, 2001			804,815			$	0.47-6.10			$	3.45
Exercisable, December 29, 2001			346,000				0.47-6.10				1.21
Granted			55,000				8.42				8.42
Exercised			—				—				—
Forfeited			—				—				—
Outstanding, December 28, 2002			859,815				0.47-8.42				3.77
Exercisable, December 28, 2002			446,963				0.47-6.10				2.12
Granted			271,484				9.10				9.10
Exercised			—				—				—
Forfeited			63,750				8.42-9.10				8.78
Outstanding, January 3, 2004			1,067,549				0.47-9.10				4.82
Exercisable, January 3, 2004			609,139				0.47-8.42				2.91
Granted (unaudited)			302,234				8.78				8.78
Exercised (unaudited)			263,100				0.47-9.10				1.89
Forfeited (unaudited)			59,400				6.10-9.10				7.89
Outstanding, July 3, 2004 (unaudited)			1,047,283				0.47-9.10				6.52
Exercisable, July 3, 2004 (unaudited)			526,211				0.47-9.10				4.50

      Shares available for future options and restricted stock grants were 1,024,388 and 816,654 at the end of 2002 and 2003, respectively, and 2,073,820 after giving effect to the Amended and Restated Certificate of Incorporation (see Note 20).

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      The following table summarizes information about stock options outstanding at July 3, 2004 (unaudited):

Options Outstanding
							Weighted								Options Exercisable
							Average				Weighted
Range of			Number				Remaining				Average				Number				Weighted
Exercise Prices			Outstanding				Contractual Life				Exercise Price				Exercisable				Exercise Price
$0.47				100,000				5.8			$	0.47				100,000			$	0.47
	4.50			274,815				0.8				4.50				274,815				4.50
6.04-6.10				153,000				6.2				6.08				96,400				6.08
	8.42			25,000				8.1				8.42				6,250				8.42
	8.78			299,484				9.2				8.78				—				—
	9.10			194,984				8.0				9.10				48,746				9.10
0.47-9.10				1,047,283				5.9				6.52				526,211				4.50

(15)	Stockholders’ Equity

(a)	Reorganization and Preferred Stock Sales

      Effective April 3, 2000, the Company reorganized from an LLC to a C Corporation. The existing LLC members received a total of 9,482,482 shares of Series A, B, and C convertible nonredeemable preferred stock and 217,519 shares of common stock in exchange for their member units.

      On April 5, 2000, the Company issued a total of 2,666,666 shares of Series A and B convertible redeemable preferred stock in exchange for $9,837,876 in cash and $1,934,485 in a promissory note from a related party. The note was subsequently collected in full within 30 days of issuance. The proceeds are net of the costs associated with the preferred stock sales of $227,632.

      From September through December 2001, the Company issued a total of 3,467,337 shares of Series D convertible redeemable preferred stock in exchange for $21,024,016 in cash. The cash proceeds are net of the costs associated with the preferred stock sales of $141,911.

(b)	Restricted Stock

      On April 3, 2000, the Company issued 274,815 shares of restricted common stock to an officer of the Company in exchange for a promissory note of $1,236,667 that bears interest at 6.60% per annum. Both principal and interest are due April 2005. The shares were issued subject to a restriction of continued employment. The promissory note is secured by a pledge of the stock. The Company’s recourse against the personal assets of the officer is limited to an amount not to exceed $618,333 provided that the Company shall have recourse against the personal assets of the officer only if the fair market value of the pledged securities is less than 50% of the unpaid principal balance of the note.

      On September 19, 2001, the Company issued 40,982 shares of restricted common stock to two officers of the Company in exchange for nonrecourse promissory notes totaling $249,990 that bear interest at 4.82% per annum. Both principal and interest are due September 2006.

      The restricted stock issued to the employees in exchange for the promissory notes are treated as outstanding stock options for accounting purposes. The shares of restricted stock, accounted for as options, are included in the calculation of diluted earnings per share using the treasury stock method.

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(c)	Preferred Stock

      As of December 28, 2002 and January 3, 2004, 25,000,000 shares of preferred stock were authorized. Preferred stock consists of various series of Class A, B, C, and D preferred stock. Each class has various dividend, liquidation, and redemption rights as summarized below:

										Entitled to				Shares Issued and
										Participate in				Outstanding as of								Liquidation Preference as of
Series of		Defined				Defined				Cash Dividends
Preferred		Liquidation				Cumulative				on Common				December 28,				January 3,				December 28,				January 3,
Stock		Rights				Dividends				Stock				2002				2004				2002				2004
A-1		$	2.451890				0.171632				No				1,137,898				1,137,898			$	3,327,075			$	3,522,375
A-2			3.556556				0.248959				No				139,981				139,981				593,686				628,536
A-3			2.600746				0.182052				No				961,263				961,263				2,981,250				3,156,250
A-4			3.484283				0.243900				No				205,824				205,824				855,200				905,401
A-5			5.649780				0.395485				Yes				1,061,986				1,061,986				7,154,986				7,574,986
B-1			1.808051				0.000000				No				275,352				275,352				497,850				497,850
B-2			1.720493				0.000000				No				1,453,072				1,453,072				2,500,000				2,500,000
B-3			2.305925				0.000000				No				311,003				311,003				717,150				717,150
B-4			3.739067				0.000000				No				1,604,680				1,604,680				6,000,006				6,000,006
C-1			0.105315				0.000000				Yes				3,418,306				3,418,306				359,999				359,999
C-2			0.973290				0.000000				Yes				1,385,507				1,385,507				1,348,500				1,348,500
C-3			0.720934				0.000000				Yes				194,276				194,276				140,060				140,060
D			6.100000				0.427000				Yes				3,467,337				3,467,337				22,990,634				24,471,187
															15,616,485				15,616,485			$	49,466,396			$	51,822,300

      Series D preferred stock has senior liquidation preference over all other series of preferred stock. As a group, series A-1, A-2, A-3, A-4, A-5, B-1, B-2, B-3, and B-4 preferred stock have senior liquidation preference after series D preferred stock. Series C-1, C-2, and C-3 preferred stock have junior liquidation preference. All series of A, B, and D preferred stock also have certain voting rights as a combined class.

      As of January 3, 2004, no common or preferred dividends have been declared or paid by the Company. The Series A-5, B-4, and D shareholders may force the Company to redeem those shares for cash or notes on April 3, 2006. Series D shares have redemption preference over Series A-5 and B-4. The redemption price is equal to the price paid for the stock plus all accrued and unpaid dividends. During 2002 and 2003, $1,970,871 and $1,970,027, respectively, was recorded to increase the carrying value of the Series A-5, B-4, and D redeemable preferred stock to its redemption value. This includes cumulative dividends of $1,900,553 and $1,900,553 and accretion of equity issuance costs of $70,318 and $69,474 for 2002 and 2003, respectively, for the redeemable preferred stock. Cumulative dividends in arrears for the nonredeemable preferred stock totaled $1,252,212 and $1,707,562 at December 28, 2002 and January 3, 2004, respectively.

      Each share of preferred stock, including shares of preferred stock issuable in exchange for accrued but unpaid dividends, is convertible into common stock on a one-for-one basis at anytime at the option of the holder. Conversion of the preferred stock is automatic based on certain events, such as an initial public offering under certain conditions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(16)	401(k) Plan

      During 2000, the Company established a defined contribution plan that conforms to IRS provisions for 401(k) plans. The Build-A-Bear Workshop, Inc. Employees Savings Trust covers associates who work 1,000 hours or more in a year and have attained age 21. The Company, at the discretion of its board of directors, can provide for a Company match on the first 6% of employee deferrals. For 2001, 2002, and 2003, the Company provided a 25% match on the first 6% of employee deferrals totaling $72,200, $139,600, and $136,600, respectively. The Company match vests over a five-year period.

(17)	Related-Party Purchases and Contracts

      The Company bought fixtures for new stores and furniture for the corporate offices from a related party. The total cost of these fixtures and furniture amounted to $3,015,900, $2,839,900, and $2,705,900 in 2001, 2002, and 2003, respectively. The Company leases its corporate office from the same related party. Rent under this lease amounted to $187,000, $212,300, and $215,300 in 2001, 2002, and 2003, respectively. The lease expires in 2008. The total due to this related party as of December 28, 2002 and January 3, 2004 was $22,700 and $82,500, respectively.

      The Company paid $930,200, $1,041,400, and $960,300 in 2001, 2002, and 2003, respectively, for construction management services, pursuant to a contract that extended through December 31, 2003, to an entity controlled by a related party. As of January 3, 2004, the Company has a commitment to this same related party for $252,000 relating to a construction management agreement for the period from January 1, 2004 through December 31, 2004. The Company leased one of its retail stores from this same related party. In 2001, 2002, and 2003, the Company paid rent totaling $199,000, $193,400, and $78,400, respectively, under this lease agreement. The total due to this related party as of December 28, 2002 and January 3, 2004 was $35,850 and $6,500, respectively.

      The Company paid $257,600, $127,000, and $230,100 in 2001, 2002, and 2003, respectively, for design and other creative services to a stockholder. The total due to this related party as of December 28, 2002 and January 3, 2004 was $0.

(18)	Major Vendors

      Two vendors accounted for approximately 80%, 74%, and 76% of inventory purchases in 2001, 2002, and 2003, respectively.

(19)	Segment Information

      The Company’s operations are conducted through three reportable segments consisting of retail operations, the international segment and the licensing and entertainment segment. The retail operations include the operating activities of the stores in the United States and Canada and other retail delivery operations, including the Company’s web-store and non-mall locations such as tourist venues and sports stadiums. The international segment includes the licensing activities of the Company’s franchise agreements with locations outside of the United States. The licensing and entertainment segment has been established to market the naming and branding rights of the Company’s intellectual properties for third party use in the future. These operating segments represent the basis on which the Company’s chief operating decision-maker regularly evaluates the business in assessing performance, determining the allocation of resources and the pursuit of future growth opportunities. The operating segments have discrete sources of revenue, different capital structures and have different cost structures. The reporting segments follow the same accounting policies used for the Company’s consolidated financial statements as described in the summary of significant accounting policies.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      Following is a summary of the financial information for the Company’s reporting segments:

											Licensing &
			Retail				International				Entertainment				Total
Year ended December 29, 2001
	Net sales to external customers		$	106,621,737			$	—			$	—			$	106,621,737
	Net income (loss) before income taxes			3,442,203				—				(250,000	)			3,192,203
	Total assets			72,778,904				—				75,100				72,854,004
	Capital expenditures			21,624,454				—				—				21,624,454
	Depreciation and amortization			4,588,324				—				—				4,588,324
Year ended December 28, 2002
	Net sales to external customers			169,122,692				15,625				—				169,138,317
	Net income (loss) before income taxes			10,902,408				(1,243,412	)			—				9,658,996
	Total assets			92,076,402				1,606,852				10,000				93,693,254
	Capital expenditures			18,718,286				—				—				18,718,286
	Depreciation and amortization			7,774,856				592				—				7,775,448
Year ended January 3, 2004
	Net sales to external customers			213,427,099				244,447				—				213,671,546
	Net income before income taxes			14,847,667				(1,768,285	)			—				13,079,382
	Total assets			108,884,926				2,919,859				159,473				111,964,258
	Capital expenditures			18,284,244				77,986				—				18,362,230
	Depreciation and amortization			11,016,191				49,026				—				11,065,217
Twenty-six weeks ended June 28, 2003 (unaudited):
	Net sales to external customers			92,487,983				95,337				—				92,583,320
	Net income before income taxes			4,255,104				(1,120,437	)			(975	)			3,133,692
	Total assets			85,875,440				1,587,469				9,025				87,471,934
	Capital expenditures			10,338,465				—				—				10,338,465
	Depreciation and amortization			4,919,690				18,911				—				4,938,601
Twenty-six weeks ended July 3, 2004 (unaudited):
	Net sales to external customers			135,419,760				306,979				—				135,726,739
	Net income before income taxes			16,900,181				(433,494	)			(140	)			16,466,547
	Total assets			121,547,580				2,908,064				377,833				124,833,477
	Capital expenditures			4,431,607				6,344				—				4,437,951
	Depreciation and amortization			5,994,771				35,277				—				6,030,048

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(20)	Subsequent Events

      As of August 10, 2004, the Certificate of Incorporation was amended primarily with respect to the liquidation and redemption preferences of the Series A and Series D Preferred stock as well as the dividend rights for all series of preferred stock. Previously, Series A and Series D preferred stock accrued a dividend and any accrued and unpaid dividends were added to the original liquidation preference and redemption amounts for these series. Additionally, these series had certain dividend preference rights over other classes of stock.

      The amended Certificate of Incorporation effectively sets the liquidation preference and redemption amounts for the Series A and Series D stock to be equal to the original amounts plus the amounts of accrued and unpaid dividends as of July 31, 2004. Additionally, any dividend preference or restrictions on all series of preferred stock were removed and all series of preferred stock participate on an as converted basis ratably with common stock for any declared dividends.

      In August 2004, following the amendment of the Certificate of Incorporation, the Company paid a cash dividend of $10.0 million to the common and preferred stockholders.

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CHOOSE ME HEAR ME STUFF ME STITCH ME FLUFF ME NAME ME DRESS ME TAKE ME HOME

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.	Other Expenses of Issuance and Distribution

      The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by Build-A-Bear in connection with the sale of the common stock being registered hereby, other than underwriting commissions and discounts. All amounts are estimates except the SEC registration fee, the NASD filing fee and the New York Stock Exchange listing fee.

Registration fee			$	15,837.50
NASD filing fee				13,000.00
NYSE listing fee*
Blue Sky fees and expenses*
Printing and engraving expenses*
Legal fees and expenses*
Accounting fees and expenses*
Transfer agent and registrar fees*
Miscellaneous*
	Total*		$

      We intend to pay all expenses of registration, issuance and distribution.

      * To be supplied by amendment

Item 14.	Indemnification of Directors and Officers

      Our certificate of incorporation provides that our directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for: (i) any breach of the director’s duty of loyalty to us or our stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) liability for payments of dividends or stock purchases or redemptions in violation of Section 174 of the Delaware General Corporation Law; or (iv) any transaction from which the director derived an improper personal benefit. In addition, our certificate of incorporation provides that we will, to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits us to provide broader indemnification rights than such law permitted us to provide prior to such amendment), indemnify and hold harmless any person who was or is a party, or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was our director or officer, or is or was serving at our request as a director, officer, employee or agent of another corporation, or as our representative in a partnership, joint venture, trust or other entity, (an “indemnitee”) against expenses, liabilities, and losses (including attorneys’ fees, judgments, fines, and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith. We have also entered into separate indemnification agreements with our directors that require us, among other things, to indemnify each of them against certain liabilities that may arise by reason of their status or service other than liabilities unless it is determined that he or she did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

      The right to indemnification set forth above includes the right for us to pay the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires an advancement of expenses incurred by

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      The Delaware General Corporation Law provides that indemnification is permissible only when the director, officer, employee, or agent acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The Delaware General Corporation Law also precludes indemnification in respect of any claim, issue, or matter as to which an officer, director, employee, or agent shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine that, despite such adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.

      The selling stockholders and we have agreed to indemnify the underwriters and their controlling persons, and the underwriters have agreed to indemnify the selling stockholders, us and our controlling persons, against certain liabilities, including liabilities under the Securities Act. Reference is made to the Underwriting Agreement filed as part of the exhibits hereto.

      See Item 17 for our undertaking to submit to adjudication the issue of indemnification for violation of the securities laws.

Item 15.	Recent Sales of Unregistered Securities

      Since September 20, 2001, the registrant has issued and sold the following securities:

      1. In September, November and December 2001, the registrant issued and sold to 14 private investors 3,467,337 shares of Series D preferred stock at a price per share of $6.10 for an aggregate consideration of $21,150,756 pursuant to a Stock Purchase Agreement dated as of September 21, 2001. None of the transactions described in this item 1 involved any underwriters, underwriting discounts or commissions, or any public offering, and the registrant believes that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof and Regulation D promulgated thereunder. The parties purchasing the securities described in this item 1 represented to the registrant that they were accredited investors at the time of such purchase and further represented to the registrant their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof. Appropriate legends were affixed to the share certificates issued in such transactions and all recipients had adequate access, through their relationships with the registrant, to information about the registrant.

      2. In August 2002, the registrant granted stock options to purchase 55,000 shares of its common stock to members of its management team pursuant to its 2000 Stock Option Plan, as amended. Such options were granted at an exercise price of $8.42. Under the 2000 Stock Option Plan and the option agreements, the options vest ratably in installments of one-fourth per year starting on the first anniversary of the date of the grant. The purchase price of the common stock under each option was equal to at least 100% of the fair market value, or at least 110% of the fair market value for individuals who own more than 10% of the combined voting power of all classes of common stock, as determined by the compensation committee. Options to purchase an aggregate of 30,000 shares have been forfeited. The awards of options described in this item 6 were deemed to be exempt from registration under the Securities Act by virtue of Rule 701 of the Securities Act, in that they were made either pursuant to a written compensatory benefit plan or pursuant to a written contract relating to compensation, as provided by Rule 701 and the aggregate

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      3. In April 2003, the registrant granted stock options to purchase 263,984 shares of its common stock to members of its management team and other employees, pursuant to its 2002 Stock Option Plan. Such options were granted at an exercise price of $9.10. Under the 2002 Stock Option Plan and the option agreements, the options vest ratably in installments of one-fourth per year starting on the first anniversary of the date of the grant. The purchase price of the common stock under each option was equal to at least 100% of the fair market value, or at least 110% of the fair market value with respect to any individual who owns more than 10% of the total combined voting power of all classes of registrant’s common stock, as determined by the compensation committee. Options to purchase an aggregate of 69,000 shares have been canceled without being exercised. The award of options described in this item 7 were deemed to be exempt from registration under the Securities Act by virtue of Rule 701 of the Securities Act, in that they were made either pursuant to a written compensatory benefit plan or pursuant to a written contract relating to compensation, as provided by Rule 701 and the aggregate exercise price of options awarded during any consecutive 12-month period was less than the maximum amount allowed pursuant to Rule 701, or in reliance on Section 4(2) of the Securities Act, or Regulation D promulgated thereunder.

      4. In April 2003, the registrant granted nonqualified stock options to purchase 7,500 shares of its common stock to a director pursuant to its 2002 Stock Option Plan. Such options were granted at an exercise price of $9.10. Under the 2002 Stock Option Plan and the option agreement, the options vest ratably in installments of one-fourth per year starting on the first anniversary of the date of the grant. The purchase price of the common stock under each option was determined by registrant’s compensation committee. Options to purchase these 7,500 shares have been exercised. The award of options and sale of common stock upon exercise described in this item 8 were deemed to be exempt from registration under the Securities Act by virtue of Rule 701 of the Securities Act, in that they were made either pursuant to a written compensatory benefit plan or pursuant to a written contract relating to compensation, as provided by Rule 701 and the aggregate exercise price of options awarded during any consecutive 12-month period was less than the maximum amount allowed pursuant to Rule 701, or in reliance on Section 4(2) of the Securities Act, or Regulation D promulgated thereunder.

      5. From March 31, 2004 through April 26, 2004, the registrant granted options to purchase 299,734 shares of its common stock, to members of its management team and other employees, pursuant to its 2002 Stock Option Plan. Such options were granted at an exercise price of $8.78. Options to purchase an aggregate of 2,750 shares have been canceled without being exercised. Under the 2002 Stock Option Plan and the option agreements, the options vest ratably in installments of one-fourth per year starting on the first anniversary of the date of the grant. The purchase price of the common stock under each option was equal to at least 100% of the fair market value, or at least 110% of the fair market value with respect to any individual who owns more than 10% of the total combined voting power of all classes of common stock, as determined by the compensation committee. The awards of options described in this item 9 were deemed to be exempt from registration under the Securities Act by virtue of Rule 701 of the Securities Act, in that they were made either pursuant to a written compensatory benefit plan or pursuant to a written contract relating to compensation, as provided by Rule 701 and the aggregate exercise price of options awarded during any consecutive 12-month period was less than the maximum amount allowed pursuant to Rule 701, or in reliance on Section 4(2) of the Securities Act, or Regulation D promulgated thereunder.

      6. On May 19, 2004, the registrant granted nonqualified stock options to purchase 2,500 shares of its common stock to a director pursuant to its 2002 Stock Option Plan. Such options were granted at an exercise price of $8.78. Under the 2002 Stock Option Plan and the option agreement, the options vest ratably in installments of one-fourth per year starting on the first anniversary of the date of the grant. The purchase price of the common stock under each option was determined by registrant’s compensation committee. These options have been forfeited. The award of options described in this item 10 was deemed to be exempt from registration under the Securities Act by virtue of Rule 701 of the Securities Act, in

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      The recipients of securities in the transactions described above represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates issued in such transactions. All recipients had adequate access, through their relationships with the Company, to information about the registrant.

Item 16.	Exhibits and Financial Statement Schedules

      (a) The following is a list of exhibits filed as a part of this Registration Statement:

Exhibit
Number				Description
	1	.1*		Form of Underwriting Agreement
	2	.1**		Agreement and Plan of Merger dated April 3, 2000 between Build-A-Bear Workshop, L.L.C. and the Registrant
	3	.1**		Amended and Restated Certificate of Incorporation of the Registrant dated August 10, 2004
	3	.2**		Bylaws of the Registrant as currently in effect
	3	.3**		Form of Third Amended and Restated Certificate of Incorporation of the Registrant, to be effective upon the closing of this offering
	3	.4**		Form of Amended and Restated Bylaws of the Registrant, to be effective upon the closing of this offering
	4	.1		Specimen Stock Certificate
	4	.2**		Stock Purchase Agreement by and among the Registrant, Catterton Partners IV, L.P., Catterton Partners IV Offshore, L.P. and Catterton Partners IV Special Purpose, L.P. and the Purchasers named therein dated as of April 3, 2000
	4	.3**		Stock Purchase Agreement by and among the Registrant and the other Purchasers named therein dated as of September 21, 2001
	4	.4**		Amended and Restated Stockholders’ Agreement, dated as of September 21, 2001 by and among the Registrant and certain stockholders
	4	.5**		Amended and Restated Registration Rights Agreement, dated September 21, 2001 by and among Registrant and certain stockholders named therein
	5	.1*		Opinion of Bryan Cave LLP
	10	.1**		Build-A-Bear Workshop, Inc. 2000 Stock Option Plan
	10	.1.1		Form of Incentive Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan
	10	.1.2		Form of Nonqualified Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan
	10	.2**		Build-A-Bear Workshop, Inc. 2002 Stock Incentive Plan, as amended
	10	.2.1		Form of Manager-Level Incentive Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2002 Stock Option Plan
	10	.2.2		Form of Nonqualified Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2002 Stock Option Plan
	10	.3		Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan
	10	.3.1		Form of Incentive Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan

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Exhibit
Number				Description
	10	.3.2		Form of Director Nonqualified Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan
	10	.4**		Employment, Confidentiality and Noncompete Agreement dated May 1, 2004 between Maxine Clark and the Registrant
	10	.5**		Employment, Confidentiality and Noncompete Agreement dated April 13, 2004 between Barry Erdos and the Registrant
	10	.6**		Employment, Confidentiality and Noncompete Agreement dated March 7, 2004 between Tina Klocke and the Registrant
	10	.7**		Employment, Confidentiality and Noncompete Agreement dated July 9, 2001 between John Burtelow and the Registrant
	10	.8**		Employment, Confidentiality and Noncompete Agreement dated as of March 7, 2004 between Scott Seay and the Registrant
	10	.9**		Employment, Confidentiality and Noncompete Agreement dated September 10, 2001 between Teresa Kroll and the Registrant
	10	.10**		Separation Agreement and General Release dated January 31, 2004 by and between Brian C. Vent and Build-A-Bear Workshop, Inc.
	10	.11**		Form of Indemnification Agreement between the Registrant and its directors and executive officers
	10	.12**		Third Amendment to Loan Documents among the Registrant, Shirts Illustrated, LLC, Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Retail Management, LLC
	10	.13**		Second Amended and Restated Loan Agreement dated February, 2002 among U.S. Bank National Association, the Registrant and Shirts Illustrated, LLC
	10	.14**		First Amended and Restated Revolving Credit Note dated February, 2002 by the Registrant and Shirts Illustrated, LLC in favor of U.S. Bank National Association
	10	.15**		First Amended and Restated Security Agreement dated February, 2002 among the Registrant, Shirts Illustrated, LLC and U.S. Bank National Association
	10	.16**		Restricted Stock Purchase Agreement dated April 3, 2000 by and between Maxine Clark and the Registrant
	10	.17**		Secured Promissory Note of Maxine Clark in favor of the Registrant, dated April 3, 2000
	10	.18**		Repayment and Stock Pledge Agreement dated April 3, 2000 by and between Maxine Clark and the Registrant
	10	.19**		Restricted Stock Purchase Agreement dated September 19, 2001 by and between Brian C. Vent and the Registrant
	10	.20**		Secured Promissory Note of Brian C. Vent in favor of the Registrant, dated September 19, 2001
	10	.21**		Repayment and Stock Pledge Agreement dated September 19, 2001 by and between Brian C. Vent and the Registrant
	10	.22**		Restricted Stock Purchase Agreement dated September 19, 2001 by and between Tina Klocke and the Registrant
	10	.23**		Secured Promissory Note of Tina Klocke in favor of the Registrant, dated September 19, 2001
	10	.24**		Repayment and Stock Pledge Agreement dated September 19, 2001 by and between Tina Klocke and the Registrant
	10	.25**		Public Warehouse Agreement dated April 5, 2002 between the Registrant and JS Logistics, Inc., as amended
	10	.26**		Agreement for Logistics Services dated as of February 24, 2002 by and among the Registrant and HA Logistics, Inc.
	10	.27†**		Lease Agreement dated as of June 21, 2001 between the Registrant and Walt Disney World Co.

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Exhibit
Number				Description
	10	.28**		Amendment and Restatement of Sublease dated as of June 14, 2000 by and between NewSpace, Inc. and the Registrant
	10	.29**		Lease dated May 5, 1997 between Smart Stuff, Inc. and Hycel Partners I, L.P.
	10	.30**		Agreement dated October 16, 2002 between the Registrant and Hycel Properties Co., as amended
	10	.31**		Construction Management Agreement dated November 10, 2003 by and between the Registrant and Hycel Properties Co.
	10	.32**		Agreement dated July 19, 2001 between the Registrant and Adrienne Weiss Company
	10	.33**		Lease between 5th Midtown LLC and the Registrant dated July 21, 2004
	10	.34**		Exclusive Patent License Agreement dated March 12, 2001 by and between Tonyco, Inc. and the Registrant
	10	.35		Standard Form Industrial Building Lease dated August 28, 2004 between First Industrial, L.P. and the Registrant
	21	.1**		List of Subsidiaries of the Registrant
	23	.1		Consent of KPMG LLP
	23	.2*		Consent of Bryan Cave LLP (included in the opinion filed as Exhibit 5.1)
	24	.1**		Powers of Attorney

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*	To be filed by amendment to this registration statement

**	Previously filed.

†	Confidential treatment requested as to certain portions filed separately with the Securities and Exchange Commission

	(b)	Financial Statement Schedules

      Schedules not listed above have been omitted because they are inapplicable or the requested information is shown in the financial statements of the Registrant or notes thereto.

Item 17.	Undertakings

      The undersigned registrant hereby undertakes to provide to the Underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

      The undersigned registrant hereby undertakes that:

	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as a part of this registration statement in reliance upon 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant

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II-7

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Table of Contents

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant has duly caused this Pre-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of St. Louis, State of Missouri, on the 1st day of October, 2004.

	BUILD-A-BEAR WORKSHOP, INC.

	By:	/s/ TINA KLOCKE

	Name: Tina Klocke

	Title:	Chief Financial Bear, Treasurer and Secretary

      Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signatures				Title		Date
/s/ MAXINE CLARK* Maxine Clark				Chief Executive Bear and Chairman of the Board (Principal Executive Officer)		October 1, 2004
/s/ BARNEY A. EBSWORTH* Barney A. Ebsworth				Director		October 1, 2004
/s/ JAMES M. GOULD* James M. Gould				Director		October 1, 2004
/s/ WILLIAM REISLER* William Reisler				Director		October 1, 2004
/s/ FRANK M. VEST, JR.* Frank M. Vest, Jr.				Director		October 1, 2004
/s/ TINA KLOCKE Tina Klocke				Chief Financial Bear, Treasurer and Secretary (Principal Financial and Accounting Officer)		October 1, 2004
*By: /s/ TINA KLOCKE Attorney-in-fact

II-8

                                                                               .
                                                                               .
                                                                               .

                                                                                                             
(NUMBER BBW)


(GRAPHIC)                                                                                                          (SHARES GRAPHIC)

                                                            BUILD A BEAR

                                                           (BEAR GRAPHIC)

                                                              WORKSHOP

                                                     WHERE BEST FRIENDS ARE MADE

                                                                                                           COMMON
                                                                                                       PAR VALUE $.01

                                                                                           THIS CERTIFICATE IS TRANSFERABLE IN THE
                                                                                            CITIES OF RIDGEFIELD PARK, NEW JERSEY
                                                                                                    AND NEW YORK, NEW YORK

                                                                                                   SEE REVERSE FOR CERTAIN
                                                                                                 DEFINITIONS AND RESTRICTIONS
                                                                                                    CUSIP 120076   10   4

                                         INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                     BUILD-A-BEAR WORKSHOP, INC.

THIS CERTIFIES THAT:



IS THE RECORD HOLDER OF


                                       FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF


     BUILD-A-BEAR WORKSHOP, INC. TRANSFERABLE ON THE SHARE REGISTER OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY
                              AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

               THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR.

                       WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.


COUNTERSIGNED AND REGISTERED:          DATED:

    MELLON INVESTOR SERVICES LLC

       TRANSFER AGENT AND REGISTRAR

BY                                     /s/ TINA L. KLORKE                                 /s/ MAXINE CLARK

(SEAL)    AUTHORIZED SIGNATURE         CHIEF FINANCIAL BEAR, SECRETARY AND TREASURER    CHIEF EXECUTIVE BEAR, CHAIRMAN OF THE BOARD





                          BUILD-A-BEAR WORKSHOP, INC.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


                                          
TEN COM   as tenants in common                  UNIF GIFT MIN ACT _______________________ Custodian ________________________
TEN ENT   as tenants by the entireties                                     (Cust)                           (Minor)
JT TEN    as joint tenants with right                             under Uniform Gifts to Minors
          of survivorship and not as                              Act ______________________________________________________
          tenants in common
                                                                                           (State)

                                                UNIF TRF MIN ACT  ______________________ Custodian (until age _____________)
                                                                           (Cust)

                                                                  __________________________________under Uniform Transfers
                                                                             (Minor)
                                                                  to Minors Act ___________________________________________
                                                                                                (State)


     Additional abbreviations may also be used though not in the above list.

For Value received, ________________________________________________ hereby
sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE

_____________________________________

________________________________________________________________________________
   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares

of the Common Stock represented by the within Certificate, and do(es) hereby
irrevocably constitute and appoint

________________________________________________________________________Attorney

to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated____________________         X __________________________________________

                                  X __________________________________________

                             NOTICE:THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
                                    CORRESPOND WITH THE NAME(S) AS WRITTEN
                                    UPON THE FACE OF THE CERTIFICATE IN EVERY
                                    PARTICULAR WITHOUT ALTERATION OR
                                    ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURES GUARANTEED:


By______________________________________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.

                                                                  EXHIBIT 10.1.1


                        INCENTIVE STOCK OPTION AGREEMENT
                             FOR ___________________
                                    UNDER THE
               BUILD-A-BEAR WORKSHOP, INC. 2000 STOCK OPTION PLAN


         THIS AGREEMENT, made this 13th day of September, 2001, by and between
Build-A-Bear Workshop, Inc., a Delaware corporation ("Company"), and Maxine
Clark ("Optionee"),

         WITNESSETH THAT:

         WHEREAS, the Board of Directors of the Company ("Board of Directors")
has adopted the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan (the "Plan")
pursuant to which options covering an aggregate of 1,374,074 shares of the
Common Stock of the Company may be granted to employees of the Company, a parent
or subsidiary, as such terms are defined in the Plan; and

         WHEREAS, Optionee is now an employee of the Company, a parent or a
subsidiary; and

         WHEREAS, the Company desires to grant to Optionee the option to
purchase certain shares of its stock under the terms of the Plan, which option
is intended to qualify as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended ("Code")
(hereinafter referred to as an "Incentive Stock Option"); and

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter set forth, it is covenanted and agreed as follows:

         1. Grant Subject to Plan and Stockholders' Agreement. This option is
granted under and is expressly subject to all the terms and provisions of the
Plan are incorporated herein by reference. Optionee hereby acknowledges receipt
of a copy of the Plan and agrees to be bound by all the terms and provisions
thereof. Terms not defined herein shall have the meaning ascribed thereto in the
Plan. The Committee referred to in Section 4 of the Plan ("Committee") has been
appointed by the Board of Directors, and designated by it, as the Committee to
make grants of options.

         2. Grant and Terms of Option. Pursuant to action of the Committee,
which action was taken on ______________________ ("Date of Grant"), the Company
grants to Optionee the option to purchase all or any part of
______________________ (____________) shares of the Common Stock of the Company,
of the par value of $___ per share ("Common Stock"), for a period of ten (10)
years from the Date of Grant, at the purchase price of $________ per share;
provided, however, that the right to exercise such option shall be, and is
hereby, restricted as follows:






         (a) At any time during the term of this option on or after
________________, _________, Optionee may purchase up to _________ of the total
number of shares to which this option relates; that at any time during the term
of this option on or after ________________, ________, Optionee may purchase up
to an additional ________________ of the shares to which this option relates; so
that on or after _____________________, __________, during the term hereof,
Optionee will have become entitled to purchase the entire number of shares to
which this option relates.

         (b) Notwithstanding the foregoing, in the event of a Change of Control
or a Public Offering (both defined below) Optionee may purchase 100% of the
total number of shares to which this option relates.

                           (1) For purposes of this Agreement, a Change in
                  Control means:

                                    (A) The purchase or other acquisition (other
                           than from the Company) by any person, entity or group
                           of persons, within the meaning of Section 13(d) or
                           14(d) of the Securities Exchange Act of 1934, as
                           amended (the "Exchange Act") (excluding, for this
                           purpose, the Company or its subsidiaries or any
                           employee benefit plan of the Company or its
                           subsidiaries), of beneficial ownership (within the
                           meaning of Rule 13d-3 promulgated under the Exchange
                           Act) of 20% or more of either the then-outstanding
                           shares of common stock of the Company or the combined
                           voting power of the Company's then-outstanding voting
                           securities entitled to vote generally in the election
                           of directors; or

                                    (B) Individuals who, as of the date hereof,
                           constitute the Board of Directors of the Company (the
                           "Board" and, as of the date hereof, the "Incumbent
                           Board") cease for any reason to constitute at least a
                           majority of the Board, provided that any person who
                           becomes a director subsequent to the date hereof
                           whose election, or nomination for election by the
                           Company's shareholders, was approved by a vote of at
                           least a majority of the directors then comprising the
                           Incumbent Board (other than an individual whose
                           initial assumption of office is in connection with an
                           actual or threatened election contest relating to the
                           election of directors of the Company, as such terms
                           are used in Rule 14a-11 of Regulation 14A promulgated
                           under the Exchange Act) shall be, for purposes of
                           this section, considered as though such person were a
                           member of the Incumbent Board; or

                                    (C) Approval by the stockholders of the
                           Company of a reorganization, merger or consolidation,
                           in each case with respect to which persons who were
                           the stockholders of the Company immediately prior to
                           such reorganization, merger or consolidation do not,
                           immediately thereafter, own more than 50% of,
                           respectively, the common stock and the combined
                           voting power entitled to vote generally in the
                           election of




                                       2


                           directors of the reorganized, merged or consolidated
                           corporation's then-outstanding voting securities, or
                           of a liquidation or dissolution of the Company or of
                           the sale of all or substantially all of the assets of
                           the Company.

                           (2) For purposes of this Agreement, a Public Offering
                  means the creation of an active trading market in Common Stock
                  by the sale of Common Stock to the public pursuant to a
                  registration statement under the Securities Act of 1933.

                  (c) In no event may this option or any part thereof be
         exercised after the expiration of ten (10) years from the Date of
         Grant.

                  (d) The purchase price of the shares subject to the option may
         be paid for (i) in cash, (ii) in the discretion of the Committee, by
         tender of shares of Common Stock already owned by Optionee, or (iii) in
         the discretion of the Committee, by a combination of methods of payment
         specified in clauses (i) and (ii), all in accordance with Section 8 of
         the Plan. Notwithstanding the preceding sentence, Optionee may request
         that the Committee agree that payment in full of the option price need
         not accompany the written notice of exercise; provided that, the notice
         of exercise directs that the certificate or certificates for the shares
         of Common Stock for which the option is exercised be delivered to a
         licensed broker acceptable to the Committee as the agent for Optionee
         and, at the time such certificate or certificates are delivered, the
         broker tenders to the Committee cash (or cash equivalents acceptable to
         the Committee) equal to the option price for the shares of Common Stock
         purchased pursuant to the exercise of the option plus the amount (if
         any) of any withholding obligations on the part of the Company. Such
         request may be granted or denied in the sole discretion of the
         Committee.

                  (e) No shares of Common Stock may be tendered in exercise of
         this option if such shares were acquired by Optionee through the
         exercise of an Incentive Stock Option, unless (i) such shares have been
         held by Optionee for at least one year, and (ii) at least two years
         have elapsed since such Incentive Stock Option was granted.

                  (f) Notwithstanding anything in this Plan to the contrary, no
         shares may be purchased prior to a Public Offering unless the Optionee
         has executed the Stockholders' Agreement prior to such purchase.

         3. Anti-Dilution Provisions. In the event that, during the term of this
Agreement, there is any change in the number of shares of outstanding Common
Stock of the Company by reason of stock dividends, recapitalizations, mergers,
consolidations, split-ups, combinations or exchanges of shares and the like, the
number of shares covered by this option agreement and the price thereof shall be
adjusted, to the same proportionate number of shares and price as in this
original agreement



                                       3


         4. Investment Purpose and Other Restrictions on Transfer. Optionee
represents that, in the event of the exercise by Optionee of the option hereby
granted, or any part thereof, he or she intends to purchase the shares acquired
on such exercise for investment and not with a view to resale or other
distribution; except that the Company, at its election, may waive or release
this condition in the event the shares acquired on exercise of the option are
registered under the Securities Act of 1933, or upon the happening of any other
contingency which the Company shall determine warrants the waiver or release of
this condition. Optionee agrees that the certificates evidencing the shares
acquired by him or her on exercise of all or any part of this option, may bear a
restrictive legend, if appropriate, indicating that the shares have not been
registered under said Act and are subject to restrictions on the transfer
thereof, which legend may be in the following form (or such other form as the
Company shall determine to be proper), to-wit:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933, but have been issued or transferred
         to the registered owner pursuant to the exemption afforded by Section
         4(2) of said Act. No transfer or assignment of these shares by the
         registered owner shall be valid or effective, and the issuer of these
         shares shall not be required to give any effect to any transfer or
         attempted transfer of these shares, including without limitation, a
         transfer by operation of law, unless (a) the issuer shall have received
         an opinion of its counsel that the shares may be transferred without
         requirement of registration under said Act, or (b) there shall have
         been delivered to the issuer a 'no-action' letter from the staff of the
         Securities and Exchange Commission, or (c) the shares are registered
         under said Act."

         In addition to the restrictions described above, Optionee may not sell,
pledge, transfer, donate, assign or otherwise dispose of (collectively,
"transfer"), whether voluntarily or by operation of law, any shares of Common
Stock acquired pursuant to the exercise of an option under this Agreement except
as provided in this Section 4.

                  (a) Right of First Refusal.

                           (1) If the Optionee intends to transfer any shares of
                  Common Stock pursuant to a bona fide purchase offer of an
                  offeror ("Offeror"), the Optionee shall deliver to the Company
                  a written notice (the "Notice") of such intention to transfer
                  such shares, setting forth in reasonable detail: (i) the
                  proposed price, (ii) the number of shares proposed to be
                  transferred, (iii) the other terms and conditions of the
                  proposed transfer of such shares, (iv) an offer to sell the
                  shares to the Company as provided herein and (v) the identity
                  of the Offeror. The shares proposed to be transferred are
                  hereinafter referred to as the "Offered Shares."

                           (2) The Company may elect to purchase all (but not
                  less than all) of the Offered Shares at any time during the
                  thirty (30) day period following its receipt of the Notice.
                  The Company shall be entitled to purchase the Offered Shares
                  from the Optionee at the same price and on the same terms and
                  conditions



                                       4


                  as those pursuant to which the Optionee proposes to transfer
                  the Offered Shares, as described in the Notice. If the Company
                  fails to respond to such offer within the 30-day period, it
                  shall be deemed to have rejected the offer.

                           (3) Unless the Optionee and the Company otherwise
                  agree, the closing of the purchase of the Offered Shares shall
                  take place at the principal offices of the Company at 10:00
                  a.m. on the tenth day (or if such day is not a business day on
                  the next business day) after the expiration of the 30-day
                  period. At the closing, the Optionee shall tender the Offered
                  Shares, together with appropriate instruments of transfer
                  endorsed to the Company, and the Company shall tender a
                  certified check, cashier's check or a wire transfer of
                  immediately available funds in the amount of the purchase
                  price therefor.

                           (4) If the Offered Shares are not purchased by the
                  Company pursuant to this Section 4, the Optionee shall be
                  entitled to sell all of the Offered Shares to the Offeror at
                  the price and on the terms and conditions specified in the
                  Notice, provided that such sale is consummated within
                  one-hundred twenty (120) days from the date the Notice is
                  delivered to the Company. For any sale of shares after such
                  one-hundred twenty (120) day period, the Optionee shall give a
                  new notice which shall reinstate the rights of the Company set
                  forth in this Section 4 to purchase the Offered Shares.

                           (b) Take-Along Rights. If an offeror desires to
         purchase all of the outstanding shares of Common Stock and if the
         owners of at least 50% of the outstanding shares desire to make such
         sale, the Optionee agrees to sell all of his or her shares to such
         offeror on the terms and conditions approved by the owners of at least
         50% of the outstanding shares.

                           (c) Effect of Prohibited Transfer. If any transfer of
         shares is made or attempted by an Optionee other than in accordance
         with the terms of this Agreement, the Company may refuse for any
         purpose to recognize any transferee who receives shares and any such
         transferee shall have no right to claim or retain any dividends on such
         shares which were paid or become payable subsequent to the date on
         which the prohibited transfer was made or attempted. In addition to any
         other legal or equitable rights that it may have, the Company may
         enforce its rights by specific performance to the extent permitted by
         law.

                           (d) Exceptions to Transfer Restrictions.
         Notwithstanding anything to the contrary in this Agreement, the
         restrictions upon transfer set forth in this Section 4 shall not apply
         to a transfer of shares of Common Stock by an Optionee to any of (i)
         the Optionee's heirs, executors, administrators or other personal
         representative upon death of the Optionee or (ii) the Optionee's
         spouse, children or grandchildren, or a trust for their or the
         Optionee's benefit; provided that, the restrictions on transfer in this
         Section 4 shall continue to apply to the shares received by any such
         permitted transferee, including




                                       5


         without limitation that such permitted transferee shall not again
         transfer such shares except in accordance with this Section 4.

                  (e) Termination of Transfer Restrictions. The restrictions
         described in Sections 4(a) through 4(d) shall terminate on the earlier
         of a public offering of shares of Common Stock or mutual agreement of
         the parties to this Agreement.

         5. Non-Transferability. Neither the option hereby granted nor any
rights thereunder or under this Agreement may be assigned, transferred or in any
manner encumbered except by will or the laws of descent and distribution, and
any attempted assignment, transfer, mortgage, pledge or encumbrance except as
herein authorized, shall be void and of no effect. The option may be exercised
during Optionee's lifetime only by Optionee or his or her guardian or legal
representative.

         6. Termination of Employment. In the event of the termination of
employment of Optionee other than by death, the option granted may be exercised
at the times and to the extent provided in Section 9 of the Plan.

         7. Death of Optionee. In the event of the death of Optionee during the
term of this Agreement and while he or she is employed by the Company (or its
parent or a subsidiary), or within three (3) months after the termination of his
or her employment (or one year in the case of the termination of employment of
an Optionee who is disabled as provided in the Plan), this option shall become
fully vested (if not already fully vested) and may be exercised by a legatee or
legatees of Optionee under his or her last will, or by his or her personal
representatives or distributees, at any time within a period of one year after
his or her death, but not after five (5) years from the Date of Grant, and only
if he or she was entitled to exercise the option at the date of his or her
death.

         8. Shares Issued on Exercise of Option. It is the intention of the
Company that on any exercise of this option it will transfer to Optionee shares
of its authorized but unissued stock or transfer Treasury shares, or utilize any
combination of Treasury shares and authorized but unissued shares, to satisfy
its obligations to deliver shares on any exercise hereof.

         9. Committee Administration. This option has been granted pursuant to a
determination made by the Committee, and such Committee or any successor or
substitute committee authorized by the Board of Directors or the Board of
Directors itself, subject to the express terms of this option, shall have
plenary authority to interpret any provision of this option and to make any
determinations necessary or advisable for the administration of this option and
the exercise of the rights herein granted, and may waive or amend any provisions
hereof in any manner not adversely affecting the rights granted to Optionee by
the express terms hereof.

         10. Option an Incentive Stock Option. It is intended that this option
shall be treated as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended.



                                       6


         11. No Contract of Employment. Nothing contained in this Agreement
shall be considered or construed as creating a contract of employment for any
specified period of time.

         12. Severability. Any word, phrase, clause, sentence or other provision
herein which violates or is prohibited by any applicable law, court decree or
public policy shall be modified as necessary to avoid the violation or
prohibition and so as to make this Agreement enforceable as fully as possible
under applicable law, and if such cannot be so modified, the same shall be
ineffective to the extent of such violation or prohibition without invalidating
or affecting the remaining provisions herein.

         13. Non-Waiver of Rights. The Company's failure to enforce at any time
any of the provisions of this agreement or to require at any time performance by
Optionee of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this agreement, or
any part hereof, or the right of the Company thereafter to enforce each and
every provision in accordance with the terms of this agreement.

         14. Entire Agreement; Amendments. No modification, amendment or waiver
of any of the provisions of this agreement shall be effective unless in writing
specifically referring hereto, and signed by the parties hereto. This agreement
supersedes all prior agreements and understandings between Optionee and the
Company to the extent that any such agreements or understandings conflict with
the terms of this agreement.

         15. Assignment. This agreement shall be freely assignable by the
Company to and shall inure to the benefit of, and be binding upon, the Company,
its successors and assigns and/or any other entity which shall succeed to the
business presently being conducted by the Company.

         16. Choice of Forum and Governing Law. In light of the Company's
substantial contacts with the State of Missouri, the parties' interests in
ensuring that disputes regarding the interpretation, validity and enforceability
of this agreement are resolved on a uniform basis, and the Company's execution
of, and the making of, this agreement in Missouri, the parties agree that: (i)
any litigation, validity and/or enforceability of the agreement, shall be filed
and conducted exclusively in the state or federal courts in St. Louis County,
Missouri; and (ii) the agreement shall be interpreted in accordance with and
governed by the laws of the State of Missouri, without regard for any conflict
of law principles.




                                       7





         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by the undersigned officer pursuant to due authorization,
and Optionee has signed this Agreement to evidence his or her acceptance of the
option herein granted and of the terms hereof, all as of the date hereof.

                                        BUILD-A-BEAR WORKSHOP, INC.


                                        By
                                           ------------------------------------
ATTEST:

- --------------------------------
Secretary

                                        ---------------------------------------
                                           Optionee




                                       8

                                                                  EXHIBIT 10.1.2


                       NONQUALIFIED STOCK OPTION AGREEMENT
                                    UNDER THE
               BUILD-A-BEAR WORKSHOP, INC. 2000 STOCK OPTION PLAN

         THIS AGREEMENT, made this _____ day of __________, 2000, by and between
Build-A-Bear Workshop, Inc., a Delaware corporation ("Company"), and ___________
("Optionee"),

         WITNESSETH THAT:

         WHEREAS, the Board of Directors of the Company ("Board of Directors")
has adopted the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan ("Plan")
pursuant to which options covering an aggregate __________shares of the Common
Stock of the Company may be granted to employees of the Company, a parent or a
subsidiary; and

         WHEREAS, Optionee is now an employee of the Company, a parent or a
subsidiary; and

         WHEREAS, the Company desires to grant to Optionee certain nonqualified
options to purchase certain shares of its stock under the terms of the Plan and
these options may be issued with a below-market exercise price; and

         NOW, THEREFORE, in consideration of the premises, and of the mutual
agreements hereinafter set forth, it is covenanted and agreed as follows:

         1. Grant Subject to Plan. This option is granted under and is expressly
subject to, all the terms and provisions of the Plan, which terms are
incorporated herein by reference. Optionee hereby acknowledges receipt of a copy
of the Plan and agrees to be bound by all the terms and provisions thereof.
Terms not defined herein shall have the meaning ascribed thereto in the Plan.
The Committee referred to in Section 4 of the Plan ("Committee") has been
appointed by the Board of Directors, and designated by it, as the Committee to
make grants of options.

         2. Grant and Terms of Option. Pursuant to action of the Committee,
which action was taken on ________, ____ ("Date of Grant"), the Company grants
to Optionee the option to purchase all or any part of ________ (______) shares
of the common stock of the Company, of the par value of $___ per share ("Common
Stock"), for a period of ten (10) years from the Date of Grant, at the purchase
price of $___ per share; provided, however, that the right to exercise such
option shall be, and is hereby, restricted as follows:

                  (a) No shares may be purchased prior to _________,______; that
         at any time during the term of this option on or after
         _________,______, Optionee may purchase up to 25% of the total number
         of shares to which this option relates; that at any time during the
         term of this option on or after _________,______, Optionee may purchase
         up to an additional 25% of the total number of shares to which this
         option relates; that at any time on or after _________,______, Optionee
         may purchase up to an additional 25% of the total number of shares to
         which this option relates; and that at any






         time during the term of this option on or after _________,______,
         Optionee may purchase up to an additional 25% of the total number of
         shares to which this option relates; so that on _________,______,
         during the term hereof, Optionee will have become entitled to purchase
         the entire number of shares to which this option relates.

                  (b) Notwithstanding the foregoing, in the event of a Change of
         Control or a Public Offering (both defined below), Optionee may
         purchase 100% of the total number of shares to which this option
         relates.

                           (1) For the purposes of this Agreement, a Change of
                  Control means:

                                    (A) The purchase or other acquisition (other
                           than from the Company) by any person, entity or group
                           of persons, within the meaning of Section 13(d) or
                           14(d) of the Securities Exchange Act of 1934, as
                           amended (the "Exchange Act") (excluding, for this
                           purpose, the Company or its subsidiaries or any
                           employee benefit plan of the Company or its
                           subsidiaries), of beneficial ownership (within the
                           meaning of Rule 13d-3 promulgated under the Exchange
                           Act) of 20% or more of either the then-outstanding
                           shares of common stock of the Company or the combined
                           voting power of the Company's then-outstanding voting
                           securities entitled to vote generally in the election
                           of directors; or

                                    (B) Individuals who, as of the date hereof,
                           constitute the Board of Directors of the Company (the
                           "Board" and, as of the date hereof, the "Incumbent
                           Board") cease for any reason to constitute at least a
                           majority of the Board, provided that any person who
                           becomes a director subsequent to the date hereof
                           whose election, or nomination for election by the
                           Company's shareholders, was approved by a vote of at
                           least a majority of the directors then comprising the
                           Incumbent Board (other than an individual whose
                           initial assumption of office is in connection with an
                           actual or threatened election contest relating to the
                           election of directors of the Company, as such terms
                           are used in Rule 14a-11 of Regulation 14A promulgated
                           under the Exchange Act) shall be, for purposes of
                           this section, considered as though such person were a
                           member of the Incumbent Board; or

                                    (C) Approval by the stockholders of the
                           Company of a reorganization, merger or consolidation,
                           in each case with respect to which persons who were
                           the stockholders of the Company immediately prior to
                           such reorganization, merger or consolidation do not,
                           immediately thereafter, own more than 50% of,
                           respectively, the common stock and the combined
                           voting power entitled to vote generally in the
                           election of directors of the reorganized, merged or
                           consolidated corporation's then-outstanding voting
                           securities, or of a liquidation or dissolution of the
                           Company or of the sale of all or substantially all of
                           the assets of the Company.



                                       2


                           (2) For purposes of this Agreement, a Public Offering
                  means the creation of an active trading market in Common Stock
                  by the sale of Common Stock to the public pursuant to a
                  registration statement under the Securities Act of 1933.

                  (c) In no event may this option or any part thereof be
         exercised after the expiration of ten (10) years from the Date of
         Grant.

                  (d) The purchase price of the shares subject to the option may
         be paid for (i) in cash, (ii) in the discretion of the Committee, by
         tender of shares of Common Stock already owned by Optionee, or (iii) in
         the discretion of the Committee, by a combination of methods of payment
         specified in clauses (i) and (ii), all in accordance with Section 8 of
         the Plan. [IN ADDITION, THE OPTIONEE MAY EFFECT A "CASHLESS EXERCISE"
         OF AN OPTION IN ACCORDANCE WITH SECTION 6 OF THE PLAN.]

                  (e) No shares of Common Stock may be tendered in exercise of
         this option if such shares were acquired by Optionee through the
         exercise of an Incentive Stock Option, unless (i) such shares have been
         held by Optionee for at least one year, and (ii) at least two years
         have elapsed since such Incentive Stock Option was granted.

                  (f) Notwithstanding anything in this Plan to the contrary, no
         shares may be purchased prior to a Public Offering unless the Optionee
         has executed the Stockholders' Agreement prior to such purchase.

         3. Anti-Dilution Provisions. In the event that, during the term of this
Agreement, there is any change in the number of shares of outstanding Common
Stock of the Company by reason of stock dividends, recapitalizations, mergers,
consolidations, split-ups, combinations or exchanges of shares and the like, the
number of shares covered by this option agreement and the price thereof shall be
adjusted, to the same proportionate number of shares and price as in this
original agreement.

         4. Investment Purpose. Optionee represents that, in the event of the
exercise by him or her of the option hereby granted, or any part thereof, he or
she intends to purchase the shares acquired on such exercise for investment and
not with a view to resale or other distribution; except that the Company, at its
election, may waive or release this condition in the event the shares acquired
on exercise of the option are registered under the Securities Act of 1933, or
upon the happening of any other contingency which the Company shall determine
warrants the waiver or release of this condition. Optionee agrees that the
certificates evidencing the shares acquired by him or her on exercise of all or
any part of this option, may bear a restrictive legend, if appropriate,
indicating that the shares have not been registered under said Act and are
subject to restrictions on the transfer thereof, which legend may be in the
following form (or such other form as the Company shall determine to be proper),
to-wit:



                                       3


                  "The shares represented by this certificate have not been
                  registered under the Securities Act of 1933, but have been
                  issued or transferred to the registered owner pursuant to the
                  exemption afforded by Section 4(2) of said Act. No transfer or
                  assignment of these shares by the registered owner shall be
                  valid or effective, and the issuer of these shares shall not
                  be required to give any effect to any transfer or attempted
                  transfer of these shares, including without limitation, a
                  transfer by operation of law, unless (a) the issuer shall have
                  received an opinion of its counsel that the shares may be
                  transferred without requirement of registration under said
                  Act, or (b) there shall have been delivered to the issuer a
                  'no-action' letter from the staff of the Securities and
                  Exchange Commission, or (c) the shares are registered under
                  said Act."

         In addition to the restrictions described above, Optionee may not sell,
pledge, transfer, donate, assign or otherwise dispose of (collectively,
"transfer"), whether voluntarily or by operation of law, any shares of Common
Stock acquired pursuant to the exercise of an option under this Agreement except
as provided in this Section 4.

                  (a) Right of First Refusal.

                           (1) If the Optionee intends to transfer any shares of
                  Common Stock pursuant to a bona fide purchase offer of an
                  offeror ("Offeror"), the Optionee shall deliver to the Company
                  a written notice (the "Notice") of such intention to transfer
                  such shares, setting forth in reasonable detail: (i) the
                  proposed price, (ii) the number of shares proposed to be
                  transferred, (iii) the other terms and conditions of the
                  proposed transfer of such shares, (iv) an offer to sell the
                  shares to the Company as provided herein and (v) the identity
                  of the Offeror. The shares proposed to be transferred are
                  hereinafter referred to as the "Offered Shares."

                           (2) The Company may elect to purchase all (but not
                  less than all) of the Offered Shares at any time during the
                  thirty (30) day period following its receipt of the Notice.
                  The Company shall be entitled to purchase the Offered Shares
                  from the Optionee at the same price and on the same terms and
                  conditions as those pursuant to which the Optionee proposes to
                  transfer the Offered Shares, as described in the Notice. If
                  the Company fails to respond to such offer within the 30-day
                  period, it shall be deemed to have rejected the offer.

                           (3) Unless the Optionee and the Company otherwise
                  agree, the closing of the purchase of the Offered Shares shall
                  take place at the principal offices of the Company at 10:00
                  a.m. on the tenth day (or if such day is not a business day on
                  the next business day) after the expiration of the 30-day
                  period. At the closing, the Optionee shall tender the Offered
                  Shares, together with appropriate instruments of transfer
                  endorsed to the Company, and the Company shall tender a
                  certified check, cashier's check or a wire transfer of
                  immediately available funds in the amount of the purchase
                  price therefor.

                           (4) If the Offered Shares are not purchased by the
                  Company pursuant to this Section 4, the Optionee shall be
                  entitled to sell all of the Offered




                                       4


                  Shares to the Offeror at the price and on the terms and
                  conditions specified in the Notice, provided that such sale is
                  consummated within one-hundred twenty (120) days from the date
                  the Notice is delivered to the Company. For any sale of shares
                  after such one-hundred twenty (120) day period, the Optionee
                  shall give a new notice which shall reinstate the rights of
                  the Company set forth in this Section 4 to purchase the
                  Offered Shares.

                  (b) Take-Along Rights. If an offeror desires to purchase all
         of the issued and outstanding shares of capital stock ("Capital Stock")
         and if the owners of at least 50% of the Capital Stock desire to make
         such sale, the Optionee agrees to sell all of his or her shares to such
         offeror on the terms and conditions approved by the owners of at least
         50% of the Capital Stock.

                  (c) Effect of Prohibited Transfer. If any transfer of shares
         is made or attempted by an Optionee other than in accordance with the
         terms of this Agreement, the Company may refuse for any purpose to
         recognize any transferee who receives shares and any such transferee
         shall have no right to claim or retain any dividends on such shares
         which were paid or become payable subsequent to the date on which the
         prohibited transfer was made or attempted. In addition to any other
         legal or equitable rights that it may have, the Company may enforce its
         rights by specific performance to the extent permitted by law.

                  (d) Exceptions to Transfer Restrictions. Notwithstanding
         anything to the contrary in this Agreement, the restrictions upon
         transfer set forth in this Section 4 shall not apply to a transfer of
         shares of Common Stock by an Optionee to any of (i) the Optionee's
         heirs, executors, administrators or other personal representative upon
         death of the Optionee or (ii) the Optionee's spouse, children or
         grandchildren, or a trust for their or the Optionee's benefit; provided
         that, the restrictions on transfer in this Section 4 shall continue to
         apply to the shares received by any such permitted transferee,
         including without limitation that such permitted transferee shall not
         again transfer such shares except in accordance with this Section 4.

                  (e) Termination of Transfer Restrictions. The restrictions
         described in Sections 4(a) through 4(d) shall terminate on the earlier
         of a public offering of shares of Common Stock or mutual agreement of
         the parties to this Agreement.

         5. Non-Transferability. Neither the option hereby granted nor any
rights thereunder or under this Agreement may be assigned, transferred or in any
manner encumbered except by will or the laws of descent and distribution, and
any attempted assignment, transfer, mortgage, pledge or encumbrance except as
herein authorized, shall be void and of no effect. The option may be exercised
during Optionee's lifetime only by Optionee or his or her guardian or legal
representative.

         6. Termination of Employment. In the event of the termination of
employment of Optionee other than by death, the option granted may be exercised
at the times and to the extent provided in Section 9 of the Plan.



                                       5


         7. Death of Optionee. In the event of the death of Optionee during the
term of this Agreement and while he or she is employed by the Company (or its
parent or a subsidiary), or within three (3) months after the termination of his
or her employment (or one year in the case of the termination of employment of
an Optionee who is disabled as provided in the Plan), this option shall become
fully vested (if not already fully vested) and may be by a legatee or legatees
of Optionee under his or her last will, or by his or her personal
representatives or distributees, at any time within a period of one year after
his or her death, but not after ten (10) years from the Date of Grant, and only
if he or she was entitled to exercise the option at the date of his or her
death.

         8. Shares Issued on Exercise of Option. It is the intention of the
Company that on any exercise of this option it will transfer to Optionee shares
of its authorized but unissued stock or transfer Treasury shares, or utilize any
combination of Treasury shares and authorized but unissued shares, to satisfy
its obligations to deliver shares on any exercise hereof.

         9. Committee Administration. This option has been granted pursuant to a
determination made by the Committee, and such Committee or any successor or
substitute committee authorized by the Board of Directors or the Board of
Directors itself, subject to the express terms of this option, shall have
plenary authority to interpret any provision of this option and to make any
determinations necessary or advisable for the administration of this option and
the exercise of the rights herein granted, and may waive or amend any provisions
hereof in any manner not adversely affecting the rights granted to Optionee by
the express terms hereof.

         10. Option Not an Incentive Stock Option. It is intended that this
option shall not be treated as an incentive stock option under Section 422 of
the Internal Revenue Code of 1986, as amended.

         11. No Contract of Employment. Nothing contained in this Agreement
shall be considered or construed as creating a contract of employment for any
specified period of time.

         12. Severability. Any word, phrase, clause, sentence or other provision
herein which violates or is prohibited by any applicable law, court decree or
public policy shall be modified as necessary to avoid the violation or
prohibition and so as to make this Agreement enforceable as fully as possible
under applicable law, and if such cannot be so modified, the same shall be
ineffective to the extent of such violation or prohibition without invalidating
or affecting the remaining provisions herein.

         13. Non-Waiver of Rights. The Company's failure to enforce at any time
any of the provisions of this agreement or to require at any time performance by
Optionee of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this agreement, or
any part hereof, or the right of the Company thereafter to enforce each and
every provision in accordance with the terms of this agreement.

         14. Entire Agreement; Amendments. No modification, amendment or waiver
of any of the provisions of this agreement shall be effective unless in writing
specifically referring hereto, and signed by the parties hereto. This agreement
supersedes all prior



                                       6


agreements and understandings between Optionee and the Company to the extent
that any such agreements or understandings conflict with the terms of this
agreement.

         15. Assignment. This agreement shall be freely assignable by the
Company to and shall inure to the benefit of, and be binding upon, the Company,
its successors and assigns and/or any other entity which shall succeed to the
business presently being conducted by the Company.

         16. Choice of Forum and Governing Law. In light of the Company's
substantial contacts with the State of Missouri, the parties' interests in
ensuring that disputes regarding the interpretation, validity and enforceability
of this agreement are resolved on a uniform basis, and the Company's execution
of, and the making of, this agreement in Missouri, the parties agree that: (i)
any litigation, validity and/or enforceability of the agreement, shall be filed
and conducted exclusively in the state or federal courts in St. Louis County,
Missouri; and (ii) the agreement shall be interpreted in accordance with and
governed by the laws of the State of Missouri, without regard for any conflict
of law principles.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by the undersigned officer pursuant to due authorization,
and Optionee has signed this Agreement to evidence his or her acceptance of the
option herein granted and of the terms hereof, all as of the date hereof.

                                         BUILD-A-BEAR WORKSHOP, INC.


                                         By
                                            ----------------------------------

ATTEST:

- -------------------------------
Secretary


                                         -------------------------------------
                                         Optionee



                                       7

                                                                  EXHIBIT 10.2.1

                                  MANAGER-LEVEL
                        INCENTIVE STOCK OPTION AGREEMENT
                                    UNDER THE
               BUILD-A-BEAR WORKSHOP, INC. 2002 STOCK OPTION PLAN


         THIS AGREEMENT, made this __________ day of _______________, ______, by
and between Build-A-Bear Workshop, Inc., a Delaware corporation ("Company"), and
____________ ("Optionee"),

         WITNESSETH THAT:

         WHEREAS, the Board of Directors of the Company ("Board of Directors")
has adopted the Build-A-Bear Workshop, Inc. 2002 Stock Option Plan (the "Plan")
pursuant to which options covering an aggregate of 2,200,000 shares of the
Common Stock of the Company may be granted to employees of the Company, a parent
or subsidiary, as such terms are defined in the Plan; and

         WHEREAS, Optionee is now an employee of the Company, a parent or a
subsidiary; and

         WHEREAS, the Company desires to grant to Optionee the option to
purchase certain shares of its stock under the terms of the Plan, which option
is intended to qualify as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended ("Code")
(hereinafter referred to as an "Incentive Stock Option"); and

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter set forth, it is covenanted and agreed as follows:

         1. Grant Subject to Plan. This option is granted under and is expressly
subject to all the terms and provisions of the Plan, and the terms of such Plan
are incorporated herein by reference. Optionee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof.
Terms not defined herein shall have the meaning ascribed thereto in the Plan.
The Committee referred to in Section 4 of the Plan ("Committee") has been
appointed by the Board of Directors, and designated by it, as the Committee to
make grants of options.

        2. Grant and Terms of Option. Pursuant to action of the Committee, which
action was taken on ________, ____ ("Date of Grant"), the Company grants to
Optionee the option to purchase all or any part of ______(______) shares of the
Common Stock of the Company, of the par value of $___ per share ("Common
Stock"), for a period of ten (10) years from the Date of Grant, at the purchase
price of $_____ per share; provided, however, that the right to exercise such
option shall be, and is hereby, restricted as follows:

                  (a) No shares may be purchased prior to _________,______; that
at any time during the term of this option on or after _________,______,
Optionee may





         purchase up to 25% of the total number of shares to which this option
         relates; that at any time during the term of this option on or after
         _________,______, Optionee may purchase up to an additional 25% of the
         total number of shares to which this option relates; that at any time
         during the term of this option on or after _________,______, Optionee
         may purchase up to an additional 25% of the total number of shares to
         which this option relates; and that at any time on or after
         _________,______, Optionee may purchase up to an additional 25% of the
         total number of shares to which this option relates; so that on or
         after _________,______, during the term hereof, Optionee will have
         become entitled to purchase the entire number of shares to which this
         option relates.

                  (b) Notwithstanding the foregoing, in the event of a Change of
         Control or a Public Offering (both defined below) Optionee may purchase
         100% of the total number of shares to which this option relates.

                           (1) For purposes of this Agreement, a Change in
                  Control means:

                                    (A) The purchase or other acquisition (other
                           than from the Company) by any person, entity or group
                           of persons, within the meaning of Section 13(d) or
                           14(d) of the Securities Exchange Act of 1934, as
                           amended (the "Exchange Act") (excluding, for this
                           purpose, the Company or its subsidiaries or any
                           employee benefit plan of the Company or its
                           subsidiaries), of beneficial ownership (within the
                           meaning of Rule 13d-3 promulgated under the Exchange
                           Act) of 20% or more of either the then-outstanding
                           shares of common stock of the Company or the combined
                           voting power of the Company's then-outstanding voting
                           securities entitled to vote generally in the election
                           of directors; or

                                    (B) Individuals who, as of the date hereof,
                           constitute the Board of Directors of the Company (the
                           "Board" and, as of the date hereof, the "Incumbent
                           Board") cease for any reason to constitute at least a
                           majority of the Board, provided that any person who
                           becomes a director subsequent to the date hereof
                           whose election, or nomination for election by the
                           Company's shareholders, was approved by a vote of at
                           least a majority of the directors then comprising the
                           Incumbent Board (other than an individual whose
                           initial assumption of office is in connection with an
                           actual or threatened election contest relating to the
                           election of directors of the Company, as such terms
                           are used in Rule 14a-11 of Regulation 14A promulgated
                           under the Exchange Act) shall be, for purposes of
                           this section, considered as though such person were a
                           member of the Incumbent Board; or

                                    (C) Approval by the stockholders of the
                           Company of a reorganization, merger or consolidation,
                           in each case with respect to which persons who were
                           the stockholders of the Company immediately prior to
                           such reorganization, merger or consolidation do not,
                           immediately



                                       2


                           thereafter, own more than 50% of, respectively, the
                           common stock and the combined voting power entitled
                           to vote generally in the election of directors of the
                           reorganized, merged or consolidated corporation's
                           then-outstanding voting securities, or of a
                           liquidation or dissolution of the Company or of the
                           sale of all or substantially all of the assets of the
                           Company.

                           (2) For purposes of this Agreement, a Public Offering
                  means the creation of an active trading market in Common Stock
                  by the sale of Common Stock to the public pursuant to a
                  registration statement under the Securities Act of 1933.

                  (c) In no event may this option or any part thereof be
         exercised after the expiration of ten (10) years from the Date of
         Grant.

                  (d) The purchase price of the shares subject to the option may
         be paid for (i) in cash, (ii) in the discretion of the Committee, by
         tender of shares of Common Stock already owned by Optionee, or (iii) in
         the discretion of the Committee, by a combination of methods of payment
         specified in clauses (i) and (ii), all in accordance with Section 6 of
         the Plan. Notwithstanding the preceding sentence, Optionee may request
         that the Committee agree that payment in full of the option price need
         not accompany the written notice of exercise; provided that, the notice
         of exercise directs that the certificate or certificates for the shares
         of Common Stock for which the option is exercised be delivered to a
         licensed broker acceptable to the Committee as the agent for Optionee
         and, at the time such certificate or certificates are delivered, the
         broker tenders to the Committee cash (or cash equivalents acceptable to
         the Committee) equal to the option price for the shares of Common Stock
         purchased pursuant to the exercise of the option plus the amount (if
         any) of any withholding obligations on the part of the Company. Such
         request may be granted or denied in the sole discretion of the
         Committee.

                           (e) No shares of Common Stock may be tendered in
         exercise of this option if such shares were acquired by Optionee
         through the exercise of an Incentive Stock Option, unless (i) such
         shares have been held by Optionee for at least one year, and (ii) at
         least two years have elapsed since such Incentive Stock Option was
         granted.

                  (f) The Optionee shall not participate in or be a party to the
         Stockholders' Agreement.

         3. Anti-Dilution Provisions. In the event that, during the term of this
Agreement, there is any change in the number of shares of outstanding Common
Stock of the Company by reason of stock dividends, recapitalizations, mergers,
consolidations, split-ups, combinations or exchanges of shares and the like, the
number of shares covered by this option agreement and the price thereof shall be
adjusted, to the same proportionate number of shares and price as in this
original agreement.



                                       3


         4. Investment Purpose and Other Restrictions on Transfer. Optionee
represents that, in the event of the exercise by Optionee of the option hereby
granted, or any part thereof, he or she intends to purchase the shares acquired
on such exercise for investment and not with a view to resale or other
distribution; except that the Company, at its election, may waive or release
this condition in the event the shares acquired on exercise of the option are
registered under the Securities Act of 1933, or upon the happening of any other
contingency which the Company shall determine warrants the waiver or release of
this condition. Optionee agrees that the certificates evidencing the shares
acquired by him or her on exercise of all or any part of this option, may bear a
restrictive legend, if appropriate, indicating that the shares have not been
registered under said Act and are subject to restrictions on the transfer
thereof, which legend may be in the following form (or such other form as the
Company shall determine to be proper), to-wit:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933, but have been issued or transferred
         to the registered owner pursuant to the exemption afforded by Section
         4(2) of said Act. No transfer or assignment of these shares by the
         registered owner shall be valid or effective, and the issuer of these
         shares shall not be required to give any effect to any transfer or
         attempted transfer of these shares, including without limitation, a
         transfer by operation of law, unless (a) the issuer shall have received
         an opinion of its counsel that the shares may be transferred without
         requirement of registration under said Act, or (b) there shall have
         been delivered to the issuer a 'no-action' letter from the staff of the
         Securities and Exchange Commission, or (c) the shares are registered
         under said Act."

         In addition to the restrictions described above, Optionee may not sell,
pledge, transfer, donate, assign or otherwise dispose of (collectively,
"transfer"), whether voluntarily or by operation of law, any shares of Common
Stock acquired pursuant to the exercise of an option under this Agreement except
as provided in this Section 4.

                  (a) Right of First Refusal.

                           (1) If the Optionee intends to transfer any shares of
                  Common Stock pursuant to a bona fide purchase offer of an
                  offeror ("Offeror"), the Optionee shall deliver to the Company
                  a written notice (the "Notice") of such intention to transfer
                  such shares, setting forth in reasonable detail: (i) the
                  proposed price, (ii) the number of shares proposed to be
                  transferred, (iii) the other terms and conditions of the
                  proposed transfer of such shares, (iv) an offer to sell the
                  shares to the Company as provided herein and (v) the identity
                  of the Offeror. The shares proposed to be transferred are
                  hereinafter referred to as the "Offered Shares."

                           (2) The Company may elect to purchase all (but not
                  less than all) of the Offered Shares at any time during the
                  thirty (30) day period following its receipt of the Notice.
                  The Company shall be entitled to purchase the Offered Shares
                  from the Optionee at the same price and on the same terms and
                  conditions



                                       4


                  as those pursuant to which the Optionee proposes to transfer
                  the Offered Shares, as described in the Notice. If the Company
                  fails to respond to such offer within the 30-day period, it
                  shall be deemed to have rejected the offer.

                           (3) Unless the Optionee and the Company otherwise
                  agree, the closing of the purchase of the Offered Shares shall
                  take place at the principal offices of the Company at 10:00
                  a.m. on the tenth day (or if such day is not a business day on
                  the next business day) after the expiration of the 30-day
                  period. At the closing, the Optionee shall tender the Offered
                  Shares, together with appropriate instruments of transfer
                  endorsed to the Company, and the Company shall tender a
                  certified check, cashier's check or a wire transfer of
                  immediately available funds in the amount of the purchase
                  price therefor.

                           (4) If the Offered Shares are not purchased by the
                  Company pursuant to this Section 4, the Optionee shall be
                  entitled to sell all of the Offered Shares to the Offeror at
                  the price and on the terms and conditions specified in the
                  Notice, provided that such sale is consummated within
                  one-hundred twenty (120) days from the date the Notice is
                  delivered to the Company. For any sale of shares after such
                  one-hundred twenty (120) day period, the Optionee shall give a
                  new notice which shall reinstate the rights of the Company set
                  forth in this Section 4 to purchase the Offered Shares.

                  (b) Take-Along Rights. If an offeror desires to purchase all
         of the outstanding shares of Common Stock and if the owners of at least
         50% of the outstanding shares desire to make such sale, the Optionee
         agrees to sell all of his or her shares to such offeror on the terms
         and conditions approved by the owners of at least 50% of the
         outstanding shares.

                  (c) Effect of Prohibited Transfer. If any transfer of shares
         is made or attempted by an Optionee other than in accordance with the
         terms of this Agreement, the Company may refuse for any purpose to
         recognize any transferee who receives shares and any such transferee
         shall have no right to claim or retain any dividends on such shares
         which were paid or become payable subsequent to the date on which the
         prohibited transfer was made or attempted. In addition to any other
         legal or equitable rights that it may have, the Company may enforce its
         rights by specific performance to the extent permitted by law.

                  (d) Buy-Back Rights. If the Optionee terminates employment for
         any reason, the Optionee must, upon request by the Committee, sell his
         or her shares of Common Stock to the Company at a price equal to the
         Fair Market Value of such shares of Common Stock on the date of such
         sale. The Company shall exercise the buy-back right with respect to the
         Optionee no later than twelve (12) months after the date the Optionee
         terminates employment.



                                       5


                  (e) Exceptions to Transfer Restrictions. Notwithstanding
         anything to the contrary in this Agreement, the restrictions upon
         transfer set forth in this Section 4 shall not apply to a transfer of
         shares of Common Stock by an Optionee to any of (i) the Optionee's
         heirs, executors, administrators or other personal representative upon
         death of the Optionee or (ii) the Optionee's spouse, children or
         grandchildren, or a trust for their or the Optionee's benefit; provided
         that, the restrictions on transfer in this Section 4 shall continue to
         apply to the shares received by any such permitted transferee,
         including without limitation that such permitted transferee shall not
         again transfer such shares except in accordance with this Section 4.

                  (f) Termination of Transfer Restrictions. The restrictions
         described in Sections 4(a) through 4(e) shall terminate on the earlier
         of a Public Offering of shares of Common Stock or mutual agreement of
         the parties to this Agreement.

         5. Non-Transferability. Neither the option hereby granted nor any
rights thereunder or under this Agreement may be assigned, transferred or in any
manner encumbered except by will or the laws of descent and distribution, and
any attempted assignment, transfer, mortgage, pledge or encumbrance except as
herein authorized, shall be void and of no effect. The option may be exercised
during Optionee's lifetime only by Optionee or his or her guardian or legal
representative.

         6. Termination of Employment. In the event of the termination of
employment of Optionee other than by death, the option granted may be exercised
at the times and to the extent provided in Section 6 of the Plan.

         7. Death of Optionee. In the event of the death of Optionee during the
term of this Agreement and while he or she is employed by the Company (or its
parent or a subsidiary), or within three (3) months after the termination of his
or her employment (or one year in the case of the termination of employment of
an Optionee who is disabled as provided in the Plan), this option shall become
fully vested (if not already fully vested) and may be exercised by a legatee or
legatees of Optionee under his or her last will, or by his or her personal
representatives or distributees, at any time within a period of one year after
his or her death, but not after ten (10) years from the Date of Grant, and only
if he or she was entitled to exercise the option at the date of his or her
death.

         8. Shares Issued on Exercise of Option. It is the intention of the
Company that on any exercise of this option it will transfer to Optionee shares
of its authorized but unissued stock or transfer Treasury shares, or utilize any
combination of Treasury shares and authorized but unissued shares, to satisfy
its obligations to deliver shares on any exercise hereof.

         9. Committee Administration. This option has been granted pursuant to a
determination made by the Committee, and such Committee or any successor or
substitute committee authorized by the Board of Directors or the Board of
Directors itself, subject to the express terms of this option, shall have
plenary authority to interpret any provision of this option and to make any
determinations necessary or advisable for the administration of this option and


                                       6


the exercise of the rights herein granted, and may waive or amend any provisions
hereof in any manner not adversely affecting the rights granted to Optionee by
the express terms hereof.

         10. Option an Incentive Stock Option. It is intended that this option
shall be treated as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended.

         11. No Contract of Employment. Nothing contained in this Agreement
shall be considered or construed as creating a contract of employment for any
specified period of time.

         12. Severability. Any word, phrase, clause, sentence or other provision
herein which violates or is prohibited by any applicable law, court decree or
public policy shall be modified as necessary to avoid the violation or
prohibition and so as to make this Agreement enforceable as fully as possible
under applicable law, and if such cannot be so modified, the same shall be
ineffective to the extent of such violation or prohibition without invalidating
or affecting the remaining provisions herein.

         13. Non-Waiver of Rights. The Company's failure to enforce at any time
any of the provisions of this agreement or to require at any time performance by
Optionee of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this agreement, or
any part hereof, or the right of the Company thereafter to enforce each and
every provision in accordance with the terms of this agreement.

         14. Entire Agreement; Amendments. No modification, amendment or waiver
of any of the provisions of this agreement shall be effective unless in writing
specifically referring hereto, and signed by the parties hereto. This agreement
supersedes all prior agreements and understandings between Optionee and the
Company to the extent that any such agreements or understandings conflict with
the terms of this agreement.

         15. Assignment. This agreement shall be freely assignable by the
Company to and shall inure to the benefit of, and be binding upon, the Company,
its successors and assigns and/or any other entity which shall succeed to the
business presently being conducted by the Company.

         16. Choice of Forum and Governing Law. In light of the Company's
substantial contacts with the State of Missouri, the parties' interests in
ensuring that disputes regarding the interpretation, validity and enforceability
of this agreement are resolved on a uniform basis, and the Company's execution
of, and the making of, this agreement in Missouri, the parties agree that: (i)
any litigation, validity and/or enforceability of the agreement, shall be filed
and conducted exclusively in the state or federal courts in St. Louis County,
Missouri; and (ii) the agreement shall be interpreted in accordance with and
governed by the laws of the State of Delaware, without regard for any conflict
of law principles.



                                       7




         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by the undersigned officer pursuant to due authorization,
and Optionee has signed this Agreement to evidence his or her acceptance of the
option herein granted and of the terms hereof, all as of the date hereof.

                                        BUILD-A-BEAR WORKSHOP, INC.

                                        By
                                          -------------------------------------

ATTEST:

- ---------------------------------
Secretary

                                        ---------------------------------------
                                        Optionee



                                       8

                                                                  EXHIBIT 10.2.2


                       NONQUALIFIED STOCK OPTION AGREEMENT
                                    UNDER THE
               BUILD-A-BEAR WORKSHOP, INC. 2002 STOCK OPTION PLAN


         THIS AGREEMENT, made this 1st day of May, 2003, by and between
Build-A-Bear Workshop, Inc., a Delaware corporation ("Company"), and
____________ ("Optionee"),

         WITNESSETH THAT:

         WHEREAS, the Board of Directors of the Company ("Board of Directors")
has adopted the Build-A-Bear Workshop, Inc. 2002 Stock Option Plan (the "Plan")
pursuant to which options covering an aggregate of 2,200,000 shares of the
Common Stock of the Company may be granted to employees and directors of the
Company, a parent or subsidiary, as such terms are defined in the Plan; and

         WHEREAS, Optionee is now a director of the Company, a parent or a
subsidiary; and

         WHEREAS, the Company desires to grant to Optionee certain nonqualified
options to purchase certain shares of its stock under the terms of the Plan;

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter set forth, it is covenanted and agreed as follows:

         1. Grant Subject to Plan. This option is granted under and is expressly
subject to all the terms and provisions of the Plan, and the terms of such Plan
are incorporated herein by reference. Optionee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof.
Terms not defined herein shall have the meaning ascribed thereto in the Plan.
The Committee referred to in Section 4 of the Plan ("Committee") has been
appointed by the Board of Directors, and designated by it, as the Committee to
make grants of options.

         2. Grant and Terms of Option. Pursuant to action of the Committee,
which action was taken on April 24, 2003 ("Date of Grant"), the Company grants
to Optionee the option to purchase all or any part of ____________ (______)
shares of the Common Stock of the Company, of the par value of $.01 per share
("Common Stock"), for a period of ten (10) years from the Date of Grant, at the
purchase price of $ 9.10 per share; provided, however, that the right to
exercise such option shall be, and is hereby, restricted as follows:

                  (a) No shares may be purchased prior to April 23, 2004; that
         at any time during the term of this option on or after April 24, 2004,
         Optionee may purchase up to 25% of the total number of shares to which
         this option relates; that at any time during the term of this option on
         or after April 24, 2005, Optionee may purchase up to an additional 25%
         of the total number of shares to which this option relates; that at any
         time during the term of this option on or after April 24, 2006,
         Optionee may purchase up to an





         additional 25% of the total number of shares to which this option
         relates; and that at any time on or after April 24, 2007, Optionee may
         purchase up to an additional 25% of the total number of shares to which
         this option relates; so that on or after April 24, 2007, during the
         term hereof, Optionee will have become entitled to purchase the entire
         number of shares to which this option relates.

                  (b) Notwithstanding the foregoing, in the event of a Change of
         Control or a Public Offering (both defined below) Optionee may purchase
         100% of the total number of shares to which this option relates.

                           (1) For purposes of this Agreement, a Change in
                  Control means:

                                    (A) The purchase or other acquisition (other
                           than from the Company) by any person, entity or group
                           of persons, within the meaning of Section 13(d) or
                           14(d) of the Securities Exchange Act of 1934, as
                           amended (the "Exchange Act") (excluding, for this
                           purpose, the Company or its subsidiaries or any
                           employee benefit plan of the Company or its
                           subsidiaries), of beneficial ownership (within the
                           meaning of Rule 13d-3 promulgated under the Exchange
                           Act) of 20% or more of either the then-outstanding
                           shares of common stock of the Company or the combined
                           voting power of the Company's then-outstanding voting
                           securities entitled to vote generally in the election
                           of directors; or

                                    (B) Individuals who, as of the date hereof,
                           constitute the Board of Directors of the Company (the
                           "Board" and, as of the date hereof, the "Incumbent
                           Board") cease for any reason to constitute at least a
                           majority of the Board, provided that any person who
                           becomes a director subsequent to the date hereof
                           whose election, or nomination for election by the
                           Company's shareholders, was approved by a vote of at
                           least a majority of the directors then comprising the
                           Incumbent Board (other than an individual whose
                           initial assumption of office is in connection with an
                           actual or threatened election contest relating to the
                           election of directors of the Company, as such terms
                           are used in Rule 14a-11 of Regulation 14A promulgated
                           under the Exchange Act) shall be, for purposes of
                           this section, considered as though such person were a
                           member of the Incumbent Board; or

                                    (C) Approval by the stockholders of the
                           Company of a reorganization, merger or consolidation,
                           in each case with respect to which persons who were
                           the stockholders of the Company immediately prior to
                           such reorganization, merger or consolidation do not,
                           immediately thereafter, own more than 50% of,
                           respectively, the common stock and the combined
                           voting power entitled to vote generally in the
                           election of directors of the reorganized, merged or
                           consolidated corporation's then-outstanding voting
                           securities, or of a liquidation or dissolution of the



                                       2


                           Company or of the sale of all or substantially all of
                           the assets of the Company.

                           (2) For purposes of this Agreement, a Public Offering
                  means the creation of an active trading market in Common Stock
                  by the sale of Common Stock to the public pursuant to a
                  registration statement under the Securities Act of 1933.

                  (c) In no event may this option or any part thereof be
         exercised after the expiration of ten (10) years from the Date of
         Grant.

                  (d) The purchase price of the shares subject to the option may
         be paid for (i) in cash, (ii) in the discretion of the Committee, by
         tender of shares of Common Stock already owned by Optionee, or (iii) in
         the discretion of the Committee, by a combination of methods of payment
         specified in clauses (i) and (ii), all in accordance with Section 6 of
         the Plan. Notwithstanding the preceding sentence, Optionee may request
         that the Committee agree that payment in full of the option price need
         not accompany the written notice of exercise; provided that, the notice
         of exercise directs that the certificate or certificates for the shares
         of Common Stock for which the option is exercised be delivered to a
         licensed broker acceptable to the Committee as the agent for Optionee
         and, at the time such certificate or certificates are delivered, the
         broker tenders to the Committee cash (or cash equivalents acceptable to
         the Committee) equal to the option price for the shares of Common Stock
         purchased pursuant to the exercise of the option plus the amount (if
         any) of any withholding obligations on the part of the Company. Such
         request may be granted or denied in the sole discretion of the
         Committee.

                  (e) No shares of Common Stock may be tendered in exercise of
         this option if such shares were acquired by Optionee through the
         exercise of an Incentive Stock Option, unless (i) such shares have been
         held by Optionee for at least one year, and (ii) at least two years
         have elapsed since such Incentive Stock Option was granted.

                  (f) The Optionee shall not participate in or be a party to the
         Stockholders' Agreement.

         3. Anti-Dilution Provisions. In the event that, during the term of this
Agreement, there is any change in the number of shares of outstanding Common
Stock of the Company by reason of stock dividends, recapitalizations, mergers,
consolidations, split-ups, combinations or exchanges of shares and the like, the
number of shares covered by this option agreement and the price thereof shall be
adjusted, to the same proportionate number of shares and price as in this
original agreement.

         4. Investment Purpose and Other Restrictions on Transfer. Optionee
represents that, in the event of the exercise by Optionee of the option hereby
granted, or any part thereof, he or she intends to purchase the shares acquired
on such exercise for investment and not with a view to resale or other
distribution; except that the Company, at its election, may waive or



                                       3


release this condition in the event the shares acquired on exercise of the
option are registered under the Securities Act of 1933, or upon the happening of
any other contingency which the Company shall determine warrants the waiver or
release of this condition. Optionee agrees that the certificates evidencing the
shares acquired by him or her on exercise of all or any part of this option, may
bear a restrictive legend, if appropriate, indicating that the shares have not
been registered under said Act and are subject to restrictions on the transfer
thereof, which legend may be in the following form (or such other form as the
Company shall determine to be proper), to-wit:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933, but have been issued or transferred
         to the registered owner pursuant to the exemption afforded by Section
         4(2) of said Act. No transfer or assignment of these shares by the
         registered owner shall be valid or effective, and the issuer of these
         shares shall not be required to give any effect to any transfer or
         attempted transfer of these shares, including without limitation, a
         transfer by operation of law, unless (a) the issuer shall have received
         an opinion of its counsel that the shares may be transferred without
         requirement of registration under said Act, or (b) there shall have
         been delivered to the issuer a 'no-action' letter from the staff of the
         Securities and Exchange Commission, or (c) the shares are registered
         under said Act."

         In addition to the restrictions described above, Optionee may not sell,
pledge, transfer, donate, assign or otherwise dispose of (collectively,
"transfer"), whether voluntarily or by operation of law, any shares of Common
Stock acquired pursuant to the exercise of an option under this Agreement except
as provided in this Section 4.

                  (a) Right of First Refusal.

                           (1) If the Optionee intends to transfer any shares of
                  Common Stock pursuant to a bona fide purchase offer of an
                  offeror ("Offeror"), the Optionee shall deliver to the Company
                  a written notice (the "Notice") of such intention to transfer
                  such shares, setting forth in reasonable detail: (i) the
                  proposed price, (ii) the number of shares proposed to be
                  transferred, (iii) the other terms and conditions of the
                  proposed transfer of such shares, (iv) an offer to sell the
                  shares to the Company as provided herein and (v) the identity
                  of the Offeror. The shares proposed to be transferred are
                  hereinafter referred to as the "Offered Shares."

                           (2) The Company may elect to purchase all (but not
                  less than all) of the Offered Shares at any time during the
                  thirty (30) day period following its receipt of the Notice.
                  The Company shall be entitled to purchase the Offered Shares
                  from the Optionee at the same price and on the same terms and
                  conditions as those pursuant to which the Optionee proposes to
                  transfer the Offered Shares, as described in the Notice. If
                  the Company fails to respond to such offer within the 30-day
                  period, it shall be deemed to have rejected the offer.



                                       4


                           (3) Unless the Optionee and the Company otherwise
                  agree, the closing of the purchase of the Offered Shares shall
                  take place at the principal offices of the Company at 10:00
                  a.m. on the tenth day (or if such day is not a business day on
                  the next business day) after the expiration of the 30-day
                  period. At the closing, the Optionee shall tender the Offered
                  Shares, together with appropriate instruments of transfer
                  endorsed to the Company, and the Company shall tender a
                  certified check, cashier's check or a wire transfer of
                  immediately available funds in the amount of the purchase
                  price therefor.

                           (4) If the Offered Shares are not purchased by the
                  Company pursuant to this Section 4, the Optionee shall be
                  entitled to sell all of the Offered Shares to the Offeror at
                  the price and on the terms and conditions specified in the
                  Notice, provided that such sale is consummated within
                  one-hundred twenty (120) days from the date the Notice is
                  delivered to the Company. For any sale of shares after such
                  one-hundred twenty (120) day period, the Optionee shall give a
                  new notice which shall reinstate the rights of the Company set
                  forth in this Section 4 to purchase the Offered Shares.

                  (b) Take-Along Rights. If an offeror desires to purchase all
         of the outstanding shares of Common Stock and if the owners of at least
         50% of the outstanding shares desire to make such sale, the Optionee
         agrees to sell all of his or her shares to such offeror on the terms
         and conditions approved by the owners of at least 50% of the
         outstanding shares.

                  (c) Effect of Prohibited Transfer. If any transfer of shares
         is made or attempted by an Optionee other than in accordance with the
         terms of this Agreement, the Company may refuse for any purpose to
         recognize any transferee who receives shares and any such transferee
         shall have no right to claim or retain any dividends on such shares
         which were paid or become payable subsequent to the date on which the
         prohibited transfer was made or attempted. In addition to any other
         legal or equitable rights that it may have, the Company may enforce its
         rights by specific performance to the extent permitted by law.

                  (d) Buy-Back Rights. If the Optionee's directorship terminates
         for any reason, the Optionee must, upon request by the Committee, sell
         his or her shares of Common Stock to the Company at a price equal to
         the Fair Market Value of such shares of Common Stock on the date of
         such sale. The Company shall exercise the buy-back right with respect
         to the Optionee no later than twelve (12) months after the date the
         Optionee's directorship terminates.

                  (e) Exceptions to Transfer Restrictions. Notwithstanding
         anything to the contrary in this Agreement, the restrictions upon
         transfer set forth in this Section 4 shall not apply to a transfer of
         shares of Common Stock by an Optionee to any of (i) the Optionee's
         heirs, executors, administrators or other personal representative upon
         death of the Optionee or (ii) the Optionee's spouse, children or
         grandchildren, or a trust for their or



                                       5


         the Optionee's benefit; provided that, the restrictions on transfer in
         this Section 4 shall continue to apply to the shares received by any
         such permitted transferee, including without limitation that such
         permitted transferee shall not again transfer such shares except in
         accordance with this Section 4.

                  (f) Termination of Transfer Restrictions. The restrictions
         described in Sections 4(a) through 4(e) shall terminate on the earlier
         of a Public Offering of shares of Common Stock or mutual agreement of
         the parties to this Agreement.

         5. Non-Transferability. Neither the option hereby granted nor any
rights thereunder or under this Agreement may be assigned, transferred or in any
manner encumbered except by will or the laws of descent and distribution, and
any attempted assignment, transfer, mortgage, pledge or encumbrance except as
herein authorized, shall be void and of no effect. The option may be exercised
during Optionee's lifetime only by Optionee or his or her guardian or legal
representative.

         6. Termination of Service. In the event of the termination of
Optionee's directorship other than by death, the option granted may no longer be
exercised on or after the date of such termination.

         7. Death of Optionee. In the event of the death of Optionee during the
term of this Agreement and while he is a director of the Company (or its parent
or a subsidiary), this option shall become fully vested (if not already fully
vested) and may be exercised by a legatee or legatees of Optionee under his or
her last will, or by his or her personal representatives or distributees, at any
time within a period of one year after his or her death, but not after ten (10)
years from the Date of Grant, and only if he or she was entitled to exercise the
option at the date of his or her death.

         8. Shares Issued on Exercise of Option. It is the intention of the
Company that on any exercise of this option it will transfer to Optionee shares
of its authorized but unissued stock or transfer Treasury shares, or utilize any
combination of Treasury shares and authorized but unissued shares, to satisfy
its obligations to deliver shares on any exercise hereof.

         9. Committee Administration. This option has been granted pursuant to a
determination made by the Committee, and such Committee or any successor or
substitute committee authorized by the Board of Directors or the Board of
Directors itself, subject to the express terms of this option, shall have
plenary authority to interpret any provision of this option and to make any
determinations necessary or advisable for the administration of this option and
the exercise of the rights herein granted, and may waive or amend any provisions
hereof in any manner not adversely affecting the rights granted to Optionee by
the express terms hereof.

         10. Option Not an Incentive Stock Option. It is intended that this
option shall not be treated as an incentive stock option under Section 422 of
the Internal Revenue Code of 1986, as amended.


                                       6


         11. No Contract For Services. Nothing contained in this Agreement shall
be considered or construed as creating a contract for services for any specified
period of time.

         12. Severability. Any word, phrase, clause, sentence or other provision
herein which violates or is prohibited by any applicable law, court decree or
public policy shall be modified as necessary to avoid the violation or
prohibition and so as to make this Agreement enforceable as fully as possible
under applicable law, and if such cannot be so modified, the same shall be
ineffective to the extent of such violation or prohibition without invalidating
or affecting the remaining provisions herein.

         13. Non-Waiver of Rights. The Company's failure to enforce at any time
any of the provisions of this agreement or to require at any time performance by
Optionee of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this agreement, or
any part hereof, or the right of the Company thereafter to enforce each and
every provision in accordance with the terms of this agreement.

         14. Entire Agreement; Amendments. No modification, amendment or waiver
of any of the provisions of this agreement shall be effective unless in writing
specifically referring hereto, and signed by the parties hereto. This agreement
supersedes all prior agreements and understandings between Optionee and the
Company to the extent that any such agreements or understandings conflict with
the terms of this agreement.

         15. Assignment. This agreement shall be freely assignable by the
Company to and shall inure to the benefit of, and be binding upon, the Company,
its successors and assigns and/or any other entity which shall succeed to the
business presently being conducted by the Company.

         16. Choice of Forum and Governing Law. In light of the Company's
substantial contacts with the State of Missouri, the parties' interests in
ensuring that disputes regarding the interpretation, validity and enforceability
of this agreement are resolved on a uniform basis, and the Company's execution
of, and the making of, this agreement in Missouri, the parties agree that: (i)
any litigation, validity and/or enforceability of the agreement, shall be filed
and conducted exclusively in the state or federal courts in St. Louis County,
Missouri; and (ii) the agreement shall be interpreted in accordance with and
governed by the laws of the State of Delaware, without regard for any conflict
of law principles.



                                       7




         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by the undersigned officer pursuant to due authorization,
and Optionee has signed this Agreement to evidence his or her acceptance of the
option herein granted and of the terms hereof, all as of the date hereof.

                                        BUILD-A-BEAR WORKSHOP, INC.

                                        By
                                          -------------------------------------

ATTEST:

- ---------------------------------
Secretary

                                        ---------------------------------------
                                        Optionee




                                        8

                                                                    EXHIBIT 10.3

                           BUILD-A-BEAR WORKSHOP, INC.
                            2004 STOCK INCENTIVE PLAN








                                                                               .
                                                                               .
                                                                               .


                           BUILD-A-BEAR WORKSHOP, INC.
                            2004 STOCK INCENTIVE PLAN

                                TABLE OF CONTENTS




                                                                                                               PAGE
                                                                                                        
1.       Purpose of the Plan......................................................................................1

2.       Definitions..............................................................................................1
         A.       "Act"...........................................................................................1
         B.       "Award".........................................................................................1
         C.       "Award Agreement"...............................................................................1
         D.       "Board".........................................................................................1
         E.       "Cash-Based Award"..............................................................................1
         F.       "Change in Control".............................................................................1
         G.       "Code"..........................................................................................2
         H.       "Committee".....................................................................................2
         I.       "Company".......................................................................................2
         J.       "Employer"......................................................................................2
         K.       "Fair Market Value".............................................................................2
         L.       "Incentive Stock Option"........................................................................3
         M.       "Non-qualified Stock Option"....................................................................3
         N.       "Option"........................................................................................3
         O.       "Other Stock-Based Award".......................................................................3
         P.       "Parent"........................................................................................3
         Q.       "Participant"...................................................................................3
         R.       "Performance Based Award".......................................................................3
         S.       "Plan"..........................................................................................3
         T.       "Public Offering"...............................................................................3
         U.       "Statutory Option Stock"........................................................................3
         V.       "Stock".........................................................................................3
         W.       "Stock Appreciation Right"......................................................................3
         X.       "Subsidiary"....................................................................................3

3.       Stock Subject to the Plan................................................................................4

4.       Administration...........................................................................................4

5.       Committee................................................................................................5





                                       i




                                                                                                        
6.       Options..................................................................................................5

         A.       Type of Option..................................................................................5
         B.       Option Prices...................................................................................5
         C.       Exercise - Elections and Restrictions...........................................................5
         D.       Option Terms....................................................................................6
         E.       Successive Option Grants........................................................................6
         F.       Additional Incentive Stock Option Requirements..................................................7
         G.       Deferral of Gain on a Non-qualified Stock Option................................................8

7.       Stock Appreciation Rights................................................................................8
         A.       Grant Terms.....................................................................................8
         B.       Exercise Terms..................................................................................8
         C.       Limitations.....................................................................................8

8.       Other Stock-Based Awards and Cash-Based Awards...........................................................8

9.       Performance-Based Awards.................................................................................9

10.      Nontransferability of Awards.............................................................................9

11.      Investment Purpose.......................................................................................9
         A.       Right of First Refusal.........................................................................10
         B.       Take-Along Rights..............................................................................11
         C.       Effect of Prohibited Transfer..................................................................11
         D.       Buy-Back Rights................................................................................11
         E.       Exceptions to Transfer Restrictions............................................................12
         F.       Termination of Transfer Restrictions...........................................................12

12.      Adjustments Upon Changes in Capitalization or Corporation Acquisitions..................................12

13.      Amendment and Termination...............................................................................13

14.      Effectiveness of the Plan...............................................................................13

15.      Time of Granting of an Award............................................................................13

16.      Term of Plan............................................................................................13



                                       ii



                                                                                                        
17.      Severability............................................................................................13

18.      Non-Waiver of Rights....................................................................................14

19.      Assignment..............................................................................................14

20.      No Right To Continued Employment........................................................................14

21.      Choice of Law...........................................................................................14




                                      iii



                           BUILD-A-BEAR WORKSHOP, INC.
                            2004 STOCK INCENTIVE PLAN

1.       Purpose of the Plan.

         The purpose of the Plan is to provide the Company with a means to
assist in recruiting, retaining and rewarding certain employees, directors and
consultants and to motivate such individuals to exert their best efforts on
behalf of the Employer by providing incentives through the granting of Awards.
By granting Awards to such individuals, the Company expects that the interests
of the recipients will be better aligned with those of the Employer.

2.       Definitions.

         Unless the context clearly indicates otherwise, the following
capitalized terms shall have the meanings set forth below:

         A.       "Act" means the Securities Exchange Act of 1934, as amended,
                  or any successor thereto.

         B.       "Award" means a grant under the Plan of an Option, Stock
                  Appreciation Right, Cash-Based Award or Other Stock-Based
                  Award.

         C.       "Award Agreement" means an agreement entered into between the
                  Employer and a Participant, or a certificate issued by the
                  Employer as determined by the Committee, as such agreement or
                  certificate may be amended from time to time, setting forth
                  the terms and provisions applicable to Awards granted under
                  the Plan.

         D.       "Board" means the Board of Directors of the Company or any
                  duly appointed Committee thereof.

         E.       "Cash-Based Award" means an Award described in Section 8 as a
                  Cash-Based Award.

         F.       "Change in Control" means (i) the purchase or other
                  acquisition (other than from the Company) by any person,
                  entity or group of persons, within the meaning of Section
                  13(d) or 14(d) of the Act (excluding, for this purpose, the
                  Company or its subsidiaries or any employee benefit plan of
                  the Company or its subsidiaries), of beneficial ownership
                  (within the meaning of Rule 13d-3 promulgated under the Act)
                  of 20% or more of either the then-outstanding shares of common
                  stock of the Company or the combined voting power of the
                  Company's then-outstanding voting securities entitled to vote
                  generally in the election of directors; or (ii) individuals
                  who, as of the date hereof, constitute the Board (and, as of
                  the date hereof, the "Incumbent Board") cease for any reason
                  to constitute at least a majority of the Board, provided that
                  any person who becomes a director subsequent to the date
                  hereof whose election, or nomination for election by the
                  Company's stockholders, was approved by a vote of at least a
                  majority of the




                                       1


                  directors then comprising the Incumbent Board (other than an
                  individual whose initial assumption of office is in connection
                  with an actual or threatened election contest relating to the
                  election of directors of the Company, as such terms are used
                  in Rule 14a-11 of Regulation 14A promulgated under the Act)
                  shall be, for purposes of this section, considered as though
                  such person were a member of the Incumbent Board; or (iii)
                  approval by the stockholders of the Company of a
                  reorganization, merger or consolidation, in each case with
                  respect to which persons who were the stockholders of the
                  Company immediately prior to such reorganization, merger or
                  consolidation do not, immediately thereafter, own more than
                  50% of, respectively, the common stock and the combined voting
                  power entitled to vote generally in the election of directors
                  of the reorganized, merged or consolidated corporation's
                  then-outstanding voting securities, or of a liquidation or
                  dissolution of the Company or of the sale of all or
                  substantially all of the assets of the Company.

         G.       "Code" means the Internal Revenue Code of 1986, as amended, or
                  any successor thereto.

         H.       "Committee" means the committee described in Section 5 or, in
                  the absence of any such Committee, the Board.

         I.       "Company" means Build-A-Bear Workshop, Inc., a Delaware
                  corporation.

         J.       "Employer" means the Company and any other entity directly or
                  indirectly controlling, controlled by, or under common control
                  with, the Company or any other entity designated by the Board
                  in which the Company has an interest.

         K.       "Fair Market Value" means (i) if there should be a public
                  market for the relevant Stock on the determination date, the
                  arithmetic mean between the high and lows of prices of such
                  Stock as reported on such date on the Composite Tape of the
                  principal national securities exchange or, if applicable, the
                  NASDAQ National Market on which such Stock is listed or
                  admitted to trading, or, if such Stock is not listed or
                  admitted on any national securities exchange or the NASDAQ
                  National Market, the arithmetic mean of the per share closing
                  bid price and per share closing asked price on such date as
                  quoted on the National Association of Securities Dealers
                  Automated Quotation System (or such market in which such
                  prices are regularly quoted) ("NASDAQ"), or if no sale of such
                  shares shall have been reported on the Composite Tape of any
                  national securities exchange or the NASDAQ National Market or
                  quoted on the NASDAQ on such date, then the immediately
                  preceding date on which sales of such shares have been so
                  reported or quoted shall be used, and (ii) if there should not
                  be a public market for the Stock on such date, the value
                  established by the Committee in good faith.


                                       2


         L.       "Incentive Stock Option" means a stock option which is an
                  incentive stock option within the meaning of Code Section 422.

         M.       "Non-qualified Stock Option" means a stock option which is not
                  an Incentive Stock Option.

         N.       "Option" means both an Incentive Stock Option and a
                  Non-Qualified Stock Option.

         O.       "Other Stock-Based Award" means an Award granted pursuant to
                  Section 8 and described as an Other Stock-Based Award.

         P.       "Parent" means any corporation (other than the Company) in an
                  unbroken chain of corporations ending with the Company if, at
                  the time of the granting of the Option, each of the
                  corporations other than the Company owns stock possessing 50%
                  or more of the total combined voting power of all classes of
                  stock in one of the other corporations in such chain, or such
                  other meaning as may be hereafter ascribed to it in Code
                  Section 424.

         Q.       "Participant" means an employee, director or consultant of the
                  Employer who is selected by the Committee to receive an Award.

         R.       "Performance Based Award"means an Award issued pursuant to the
                  terms of Section 9.

         S.       "Plan" means the Build-A-Bear Workshop, Inc. 2004 Stock
                  Incentive Plan.

         T.       "Public Offering" means the creation of an active trading
                  market in Common Stock by the sale of Common Stock to the
                  public pursuant to a registration statement under the
                  Securities Act of 1933.

         U.       "Statutory Option Stock" means any stock acquired through the
                  exercise of an Incentive Stock Option or an option granted
                  under an employee stock purchase plan as defined in Code
                  Section 423.

         V.       "Stock" means the common stock, par value of $0.01 per share,
                  of the Company.

         W.       "Stock Appreciation Right" means a stock appreciation right
                  described in Section 7.

         X.       "Subsidiary" means any corporation or other legal entity
                  (other than the Company) in an unbroken chain of corporations
                  or other legal entities beginning with the Company if, at the
                  time of granting an Award, each of the corporations or other
                  legal entities other than the last corporation or other legal
                  entity in the unbroken chain owns stock possessing 50% or more
                  of the total combined voting power of all classes of stock or
                  other equity in one of the other corporations

                                        3


                  or other legal entities in such chain, or such other meaning
                  as may be hereafter ascribed to it in Code Section 424.

3.       Stock Subject to the Plan.

         The number of shares of Stock allocated to the Plan and reserved to
satisfy Awards under the Plan shall be the remainder of (i) three million seven
hundred thousand (3,700,000) shares of Stock less (ii) the sum of (a) and (b)
where (a) is the sum of the number of shares of Stock with respect to which
options have been awarded under the Build-A-Bear Workshop, Inc. 2000 Stock
Option Plan and the number of shares of Stock with respect to which options have
been awarded under the Build-A-Bear Workshop, Inc. 2002 Stock Option Plan,
reduced by the number of shares of such Stock awarded pursuant to options which
have expired, lapsed or been forfeited, and (b) is the number of shares of Stock
awarded pursuant to a restricted stock agreement reduced by the number of shares
of such Stock granted pursuant to awards which have expired, lapsed or been
forfeited. The maximum number of shares of Stock subject to Awards which are
Options and Stock Appreciation Rights which may be granted during a calendar
year to a Participant shall be Three Hundred Thousand (300,000). Notwithstanding
the preceding, in no event shall the number of shares of Stock awarded to
Participants under the Plan, when taken in combination with the number of
outstanding shares of Stock previously issued by the Company, a Parent or
Subsidiary to employees of the Company, a Parent or Subsidiary, exceed the limit
specified in the Company Charter. The Company may, in its discretion, use shares
held in the treasury or shares acquired on the public market, if applicable, in
lieu of authorized but unissued shares. If any Award shall expire or terminate
for any reason, the shares subject to the Award shall again be available for the
purposes of the Plan. Any shares of Stock which are used by a Participant as
full or partial payment to the Company to satisfy a purchase price related to an
Award shall again be available for the purposes of the Plan. To the extent any
shares subject to an Award are not delivered to a Participant because such
shares are used to satisfy an applicable tax-withholding obligation, such
withheld shares shall again be available for the purposes of the Plan.

4.       Administration.

         The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have plenary authority, in its
discretion, to determine the individuals to whom, and the time or times at
which, Awards shall be granted and the number of shares, if applicable, to be
subject to each Award. In making such determinations, the Committee may take
into account the nature of services rendered by the respective individuals,
their present and potential contributions to the Employer's success and such
other factors as the Committee, in its discretion, shall deem relevant. Subject
to the express provisions of the Plan, the Committee shall also have plenary
discretionary authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it, to determine the terms and provisions of
the respective Award Agreements (which need not be identical), to waive or amend
any provision hereof in any manner not adversely affecting the rights granted to
the Participant by the express terms hereof and to make all other determinations
necessary or advisable for the administration of the Plan. The Committee's
determinations on the matters referred to in this Section 4 shall be conclusive.



                                       4


5.       Committee.

         The Committee shall be comprised of directors appointed by the Board,
which may from time to time appoint members of the Committee in substitution for
members previously appointed and may fill vacancies, however caused, in the
Committee. The Board shall select one of the Committee members as its Chairman,
and shall hold its meetings at such times and places as it may determine. A
majority of its members shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members present at any meeting at
which there is a quorum. Any decision or determination reduced to writing and
signed by all of the members shall be fully as effective as if it had been made
by a majority vote at a meeting duly called and held. The Committee may appoint
a secretary, shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable. The
Committee may, to the extent permitted by law, delegate its responsibilities and
authority hereunder to an officer of the Company.

6.       Options.

         The Committee, in its discretion, may grant Options which are Incentive
Stock Options or Non-qualified Stock Options, as evidenced by the Award
Agreement, and shall be subject to the foregoing and the following terms and
conditions and to such other terms and conditions, not inconsistent therewith,
as the Committee shall determine:

         A.       Type of Option. Incentive Stock Options may be granted to any
                  individual classified by the Committee as an employee of the
                  Company, a Parent or a Subsidiary. A Non-Qualified Stock
                  Option may be granted to any individual selected by the
                  Committee.

         B.       Option Prices. The purchase price of the Stock under each
                  Incentive Stock Option shall not be less than 100% of the Fair
                  Market Value of the Stock at the time of the granting of the
                  Option; provided that, in the case of a Participant who owns
                  more than 10% of the total combined voting power of all
                  classes of stock of the Company, a Parent or a Subsidiary, the
                  purchase price of the Stock under each Incentive Stock Option
                  shall not be less than 110% of the Fair Market Value of the
                  Stock on the date such Option is granted. The purchase price
                  of the Stock under each Non-qualified Stock Option shall be
                  determined from time to time by the Committee, which need not
                  be uniform for all Participants.

         C.       Exercise - Elections and Restrictions. The purchase price for
                  an Option is to be paid in full upon the exercise of the
                  Option, either (i) in cash, (ii) in the discretion of the
                  Committee, by the tender to the Company (either actual or by
                  attestation) of shares of Stock already owned by the
                  Participant for a period of at least six months as of the date
                  of tender and registered in his or her name, having a Fair
                  Market Value equal to the cash exercise price of the Option
                  being exercised, or (iii) in the discretion of the Committee,
                  by any combination of the payment methods specified in clauses
                  (i) and (ii) hereof; provided that, no shares of Statutory
                  Option Stock may be tendered in exercise of an Incentive Stock
                  Option



                                        5


                  unless (a) such shares have been held by the Participant for
                  at least one year and (b) at least two years have elapsed
                  since such Statutory Option Stock was granted; and provided
                  further that, unless otherwise specifically provided in an
                  Award Agreement, until such time as a Public Offering shall
                  occur, the only method of payment of the purchase price for an
                  Option shall be cash. The Committee may, after consideration
                  of any potential accounting consequences, cause the Company to
                  loan the option price to the Participant or to guaranty that
                  any shares to be issued will be delivered to a broker or
                  lender in order to allow the Participant to borrow the option
                  price. Unless otherwise provided in the Award Agreement, at
                  the request of a Participant, the Committee may, to the extent
                  permissible under applicable state law, in its sole
                  discretion, allow the Participant to defer payment in full of
                  the option price at the time the Participant provides written
                  notice of exercise provided that the notice of exercise
                  directs that the certificate or certificates for the shares of
                  Stock for which the Option is exercised be delivered to a
                  licensed broker acceptable to the Company as the agent for the
                  individual exercising the Option and, at the time such
                  certificate or certificates are delivered, the broker tenders
                  to the Company cash (or cash equivalents acceptable to the
                  Company) equal to the option price for the shares of Stock
                  purchased pursuant to the exercise of the Option plus the
                  amount (if any) of any withholding obligations on the part of
                  the Company. The proceeds of sale of Stock subject to the
                  Option are to be added to the general funds of the Company or
                  to the shares of the Stock held in its Treasury, and used for
                  its corporate purposes as the Board shall determine.

         D.       Option Terms. The term of each Option shall not be more than
                  ten (10) years from the date of granting thereof or such
                  shorter period as is prescribed in the Award Agreement;
                  provided that, in the case of a Participant who owns more than
                  ten percent (10%) of the total combined voting power of all
                  classes of stock of the Company, a Parent or a Subsidiary, the
                  term of any Incentive Stock Option shall not be more than five
                  (5) years from the date of granting thereof or such shorter
                  period as prescribed in the Award Agreement. Within such
                  limit, Options will be exercisable at such time or times, and
                  subject to such terms, restrictions and conditions, as the
                  Committee shall, in each instance, approve, which need not be
                  uniform for all Participants. The holder of an Option shall
                  have none of the rights of a stockholder with respect to the
                  shares subject to Option until such shares shall be issued to
                  him or her upon the exercise of his or her Option. Upon
                  exercise of an Option, the Committee shall withhold a
                  sufficient number of shares to satisfy the Company's minimum
                  required statutory withholding obligations for any taxes
                  incurred as a result of such exercise (based on the minimum
                  statutory withholding rates for federal and state tax
                  purposes, including payroll taxes); provided that, in lieu of
                  all or part of such withholding, the Participant may pay an
                  equivalent amount of cash to the Company.

         E.       Successive Option Grants. As determined by the Committee,
                  successive option grants may be made to any Participant under
                  the Plan.



                                       6


         F.       Additional Incentive Stock Option Requirements.

                  (1)      Grant Limits. The maximum aggregate Fair Market Value
                           (determined at the time an Option is granted) of the
                           Stock with respect to which Incentive Stock Options
                           are exercisable for the first time by a Participant
                           during any calendar year (under all plans of the
                           Company, a Parent and a Subsidiary) shall not exceed
                           $100,000.

                  (2)      Notice of Disposal. A Participant who disposes of
                           Stock acquired upon the exercise of an Incentive
                           Stock Option either (i) within two years after the
                           date of grant of such Incentive Stock Option or (ii)
                           within one year after the transfer of such shares to
                           the Participant upon exercise, shall notify the
                           Company of such disposition and of the amount
                           realized upon such disposition.

                  (3)      Termination of Participant's Employment. The holder
                           of any Option issued hereunder must exercise the
                           Option prior to his or her termination of employment,
                           except that if the employment of a Participant
                           terminates with the consent and approval of his or
                           her Employer, the Committee may, in its absolute
                           discretion, permit the Participant to exercise his or
                           her Option, to the extent that he or she was entitled
                           to exercise it at the date of such termination of
                           employment, at any time within three (3) months or
                           such longer period as approved by the Committee after
                           such termination, but not after ten (10) years (or
                           five (5) years, if applicable) from the date of the
                           granting thereof. Notwithstanding the preceding, the
                           Committee may, in a Participant's Award Agreement,
                           afford a Participant who terminates employment other
                           than for cause, the right to exercise his or her
                           Option, to the extent that he or she was entitled to
                           exercise it at such date of termination of
                           employment, at any time within three (3) months or
                           such longer period as approved by the Committee after
                           such termination, but not after ten (10) years (or
                           five (5) years, if applicable) from the date of
                           granting thereof.

                  (4)      Death of Participant. In the event of the death of a
                           Participant during the term of an Award Agreement and
                           while he or she is employed by the Company (or its
                           Parent or a Subsidiary), any outstanding option shall
                           become fully vested (if not already fully vested) and
                           may be exercised by a legatee or legatees of the
                           Participant under his or her last will, or by his or
                           her personal representatives or distributees, at any
                           time within a period of one year after his or her
                           death, but not after ten (10) years from the date of
                           grant as specified in the Award Agreement, and only
                           if he or she was entitled to exercise the option at
                           the date of his or her death. The Committee may, in
                           any Award Agreement, provide additional provisions
                           for the exercise of an Option after the death of a
                           Participant.


                                       7


         G. Deferral of Gain on a Non-qualified Stock Option. In accordance with
the terms of the applicable non-qualified deferred compensation plan, if any, in
which a Participant is eligible to participate, a Participant may elect to defer
any gain realized upon the exercise of a Non-qualified Stock Option. The
election to defer the gain must be made in accordance with the applicable
non-qualified deferred compensation plan.

7.       Stock Appreciation Rights.

         A. Grant Terms. The Committee may grant a Stock Appreciation Right
independent of an Option or in connection with an Option or a portion thereof. A
Stock Appreciation Right granted in connection with an Option or a portion
thereof shall cover the same shares of Stock covered by the Option, or a lesser
number as the Committee may determine. A Stock Appreciation Right shall be
subject to the same terms and conditions as an Option, and any additional
limitations, terms or conditions set forth in this Section 7 or the Award
Agreement.

         B. Exercise Terms. The exercise price per share of Stock of a Stock
Appreciation Right shall be an amount determined by the Committee. A Stock
Appreciation Right granted independent of an Option shall entitle the
Participant upon exercise to a payment from the Company in an amount equal to
the excess of the Fair Market Value on the exercise date of a share of Stock
over the exercise price per share, times the number of Stock Appreciation Rights
exercised. A Stock Appreciation Right granted in connection with an Option shall
entitle the Participant to surrender an unexercised Option (or portion thereof)
and to receive in exchange an amount equal to the excess of the Fair Market
Value on the exercise date of a share of Stock over the exercise price per share
for the Option, times the number of shares covered by the Option (or portion
thereof) which is surrendered. Payment may be made, in the discretion of the
Committee, in (i) Stock, (ii) cash or (iii) any combination of Stock and cash.
Cash shall be paid for fractional shares of Stock upon the exercise of a Stock
Appreciation Right.

         C. Limitations. The Committee may impose such conditions upon the
exercisability or transferability of Stock Appreciation Rights as it determines
in its sole discretion.

8.       Other Stock-Based Awards and Cash-Based Awards.

         The Committee may, in its sole discretion, grant Awards of Stock,
restricted Stock and other Awards that are valued in whole or in part by
reference to the Fair Market Value of Stock. These Awards shall collectively be
referred to herein as Other Stock-Based Awards. The Committee may also, in its
sole discretion, grant Cash-Based Awards, which shall have a value as may be
determined by the Committee. Other Stock-Based Awards shall be in such form, and
dependent on such conditions, as the Committee shall determine, including, but
not limited to, the right to receive one or more shares of Stock (or the
cash-equivalent thereof) upon the completion of a specified period of service,
the occurrence of an event or the attainment of performance objectives. Other
Stock-Based Awards and Cash-Based Awards may be granted with or in addition to
other Awards. Subject to the other terms of the Plan, Other Stock-Based Awards
and Cash-Based Awards may be granted to such Participants in such amounts and
upon such terms, restrictions and conditions, and at any time and from time to
time, as shall be determined by the Committee and set forth in an Award
Agreement.



                                       8


9.       Performance-Based Awards.

         To the extent applicable, the Committee may, in its sole and absolute
discretion, determine that certain Awards, including Other Stock-Based Awards
and/or Cash-Based Awards, should be subject to such requirements so that they
are deductible by the Employer under Code Section 162(m), or any successor
thereto. If the Committee so determines, such Awards shall be considered
Performance-Based Awards subject to the terms of this Section 9, as provided in
the Award Agreement. A Performance-Based Award shall be granted by the Committee
in a manner to satisfy the requirements of Code Section 162(m) and the
regulations thereunder. The performance measures to be used for purposes of a
Performance-Based Award shall be chosen by the Committee, in its sole and
absolute discretion, from among the following: earnings per share of Stock; book
value per share of Stock; net income (before or after taxes); operating income;
return on invested capital, assets or equity; cash flow return on investments
which equals net cash flows divided by owners' equity; earnings before interest
or taxes; gross revenues or revenue growth; market share; expense management;
improvements in capital structure; profit margins; Stock price; total
stockholder return; free cash flow; or working capital. The performance measures
may relate to the Company, a Parent, a Subsidiary, an Employer or one or more
units of such an entity.

         The Committee shall determine whether, with respect to a performance
period, the applicable performance goals have been met with respect to an Award
and, if they have, to so certify and ascertain the amount of the applicable
Performance-Based Award. The Committee shall have the discretion to adjust
Performance-Based Awards downward.

         For calendar years beginning after the "reliance period" defined in
Treas. Reg. Section 1.162-27(f)(2) or any successor thereto with respect to the
Company, an Award shall be a Performance-Based Award only if the Committee
described in Section 5 consists solely of two or more Outside Directors within
the meaning of Treas. Reg. Section 1.162-27(e)(3) or any successor thereto.

10.      Nontransferability of Awards.

         Unless otherwise determined by the Committee and expressly set forth in
an Award Agreement, an Award granted under the Plan and all rights thereunder
shall, by its terms, be non-transferable, nonassignable and not subject to
encumbrance in any manner otherwise than by will or the laws or descent and
distribution and an Award may be exercised, if applicable, during the lifetime
of the Participant thereof, only by the Participant or his or her guardian or
legal representative. Notwithstanding the above, the Committee may not provide
in an Award Agreement that an Incentive Stock Option is transferable. Any
attempted assignment, transfer, mortgage, pledge or encumbrance except as herein
authorized, shall be void and of no effect.

11.      Investment Purpose.

         If deemed advisable by the Committee, each Award under the Plan shall
be awarded only on the condition that all purchases of Stock thereunder shall be
for investment purposes, and not with a view to resale or distribution, except
that the Committee may make such provision with


                                       9


respect to Awards granted under this Plan as it deems necessary or advisable for
the release of such condition upon the registration with the Securities and
Exchange Commission of Stock subject to the Award, or upon the happening of any
other contingency warranting the release of such condition.

         If deemed advisable by the Committee, the certificates evidencing the
shares acquired by the Participant pursuant to this Plan may bear a restrictive
legend, if appropriate, indicating that the shares have not been registered
under said Act and are subject to restrictions on the transfer thereof, which
legend may be in the following form (or such other form as the Company shall
determine to be proper), to-wit:

                  "The shares represented by this certificate have not been
                  registered under the Securities Act of 1933, but have been
                  issued or transferred to the registered owner pursuant to the
                  exemption afforded by Section 4(2) of said Act. No transfer or
                  assignment of these shares by the registered owner shall be
                  valid or effective, and the issuer of these shares shall not
                  be required to give any effect to any transfer or attempted
                  transfer of these shares, including without limitation, a
                  transfer by operation of law, unless (a) the issuer shall have
                  received an opinion of its counsel that the shares may be
                  transferred without requirement of registration under said
                  Act, or (b) there shall have been delivered to the issuer a
                  'no-action' letter from the staff of the Securities and
                  Exchange Commission, or (c) the shares are registered under
                  said Act."

         In addition to the restrictions described above, the Participant may
not sell, pledge, transfer, donate, assign or otherwise dispose of
(collectively, "transfer"), whether voluntarily or by operation of law, any
shares of Stock acquired pursuant to the Plan except as provided in this Section
11.

         A.       Right of First Refusal.

                  (1)      If the Participant intends to transfer any shares of
                           Stock pursuant to a bona fide purchase offer of an
                           offeror who has agreed to be bound by transfer and
                           buy/sell restrictions identical to those to which the
                           Participant is subject ("Offeror"), the Participant
                           shall deliver to the Company a written notice
                           ("Notice") of such intention to transfer such shares,
                           setting forth in reasonable detail: (i) the proposed
                           price, (ii) the number of shares proposed to be
                           transferred, (iii) the other terms and conditions of
                           the proposed transfer of such shares, (iv) an offer
                           to sell the shares to the Company as provided herein
                           and (v) the identity of the Offeror. The shares
                           proposed to be transferred are hereinafter referred
                           to as the "Offered Shares."

                  (2)      The Company may elect to purchase all (but not less
                           than all) of the Offered Shares at any time during
                           the thirty (30) day period following its receipt of
                           the Notice. The Company shall be entitled to purchase
                           the



                                       10


                           Offered Shares from the Participant at the same price
                           and on the same terms and conditions as those
                           pursuant to which the Participant proposes to
                           transfer the Offered Shares, as described in the
                           Notice. If the Company fails to respond to such offer
                           within the 30-day period, it shall be deemed to have
                           rejected the offer.

                  (3)      Unless the Participant and the Company otherwise
                           agree, the closing of the purchase of the Offered
                           Shares shall take place at the principal offices of
                           the Company at 10:00 a.m. on the tenth day (or if
                           such day is not a business day on the next business
                           day) after the expiration of the 30-day period. At
                           the closing, the Participant shall tender the Offered
                           Shares, together with appropriate instruments of
                           transfer endorsed to the Company, and the Company
                           shall tender a certified check, cashier's check or a
                           wire transfer of immediately available funds in the
                           amount of the purchase price therefore.

                  (4)      If the Offered Shares are not purchased by the
                           Company pursuant to this Section 11, the Participant
                           shall be entitled to sell all of the Offered Shares
                           to the Offeror at the price and on the terms and
                           conditions specified in the Notice, provided that
                           such sale is consummated within one-hundred twenty
                           (120) days from the date the Notice is delivered to
                           the Company. For any sale of shares after such
                           one-hundred twenty (120) day period, the Participant
                           shall give a new notice which shall reinstate the
                           rights of the Company set forth in this Section 11 to
                           purchase the Offered Shares.

         B.       Take-Along Rights. If an offeror desires to purchase all of
                  the outstanding shares of Stock and if the owners of at least
                  50% of the outstanding shares desire to make such sale, the
                  Participant agrees to sell all of his or her shares to such
                  offeror on the terms and conditions approved by the owners of
                  at least 50% of the outstanding shares.

         C.       Effect of Prohibited Transfer. If any transfer of shares is
                  made or attempted by a Participant other than in accordance
                  with the terms of this Plan and the Award Agreement, the
                  Company may refuse for any purpose to recognize any transferee
                  who receives shares and any such transferee shall have no
                  right to claim or retain any dividends on such shares which
                  were paid or become payable subsequent to the date on which
                  the prohibited transfer was made or attempted. In addition to
                  any other legal or equitable rights that it may have, the
                  Company may enforce its rights by specific performance to the
                  extent permitted by law.

         D.       Buy-Back Rights. If the Participant terminates employment for
                  any reason, the Participant must, upon request by the
                  Committee, sell his or her shares of Stock to the Company at a
                  price equal to the Fair Market Value, as defined in the Plan,
                  of such shares of Stock on the date of such sale. The Company
                  shall exercise the buy-back right with respect to a
                  Participant no later than twelve (12) months after the date
                  the Participant terminates employment.



                                       11


         E.       Exceptions to Transfer Restrictions. Notwithstanding anything
                  to the contrary in this Plan and Award Agreement, the
                  restrictions upon transfer set forth in this Section 11 shall
                  not apply to a transfer of shares of Stock by a Participant to
                  any of (i) the Participant's heirs, executors, administrators
                  or other personal representative upon death of the Participant
                  or (ii) the Participant's spouse, children or grandchildren,
                  or a trust for their or the Participant's benefit; provided
                  that, the restrictions on transfer in this Section 11 shall
                  continue to apply to the shares received by any such permitted
                  transferee, including without limitation that such permitted
                  transferee shall not again transfer such shares except in
                  accordance with this Section 11.

         F.       Termination of Transfer Restrictions. The restrictions
                  described in Sections 11(A) through 11(E) shall apply except
                  as provided otherwise in the Award Agreement and shall
                  terminate on the earlier of a Public Offering of shares of
                  Stock or mutual agreement of the parties to an Award
                  Agreement.

12.      Adjustments Upon Changes in Capitalization or Corporation Acquisitions.

         Notwithstanding any other provisions of the Plan, unless otherwise
provided in the Award Agreement, the number and class of shares subject to each
outstanding Award and the exercise prices, if applicable, shall be adjusted, to
the same pro rata number of shares and price as in the original Award Agreement,
in the event of changes in the outstanding Stock by reason of stock dividends,
stock splits, reverse stock splits, recapitalization, mergers, consolidations,
statutory share exchange, sale of all or substantially all assets, split-ups,
combinations or exchanges of shares and the like, and, in the event of any such
change in the outstanding Stock, the aggregate number and class of shares
available under the Plan and the maximum number of shares as to which Awards may
be granted to an individual shall be appropriately adjusted by the Committee,
whose determination shall be conclusive. In the event the Company, a Parent or a
Subsidiary enters into a transaction described in Section 424(a) of the Code
with any other corporation, the Committee shall, unless otherwise provided in
the Award Agreement, grant options to employees or former employees of such
corporation in substitution of options previously granted to them upon such
terms and conditions as shall be necessary to qualify such grant as a
substitution described in Section 424(a) of the Code.

         In the event of a Change in Control, notwithstanding any other
provisions of the Plan or Award Agreement to the contrary, the Committee may, in
its sole discretion, provide for:

         (1)      Accelerated vesting of any outstanding Awards that are
                  otherwise unexercisable or unvested as of a date selected by
                  the Committee;

         (2)      Termination of an Award upon the consummation of the Change in
                  Control in exchange for the payment of a cash amount
                  determined at the discretion of the Committee but intended to
                  provide the Participant with the difference between the Stock
                  subject to the vested portion of the Award and the exercise
                  price; and/or



                                       12


         (3)      Issuance of substitute Awards to substantially preserve the
                  terms of any Awards previously granted under the Plan, which
                  may be with respect to securities of a successor issuer.

13.      Amendment and Termination.

         The Board may at any time terminate the Plan, or make such amendments
or modifications to the Plan as it shall deem advisable; provided, however, that
if and solely if such approval is required by applicable law, then to the extent
such approval is so required, such amendment or modification shall be made
subject to approval by the holders of Stock. No termination or amendment of the
Plan may, without the consent of the Participant to whom any Award shall
theretofore have been granted, adversely affect the rights of such Participant
under such Award.

14.      Effectiveness of the Plan.

         The Plan shall become effective upon adoption by the Board, subject,
however, to its further approval by the stockholders of the Company given within
twelve (12) months of the date the Plan is adopted by the Board at a regular
meeting of the stockholders or at a special meeting duly called and held for
such purpose. Grants of Awards may be made prior to such stockholder approval
but all Award grants made prior to stockholder approval shall be subject to the
obtaining of such approval and if such approval is not obtained, such Awards
shall not be effective for any purpose.

15.      Time of Granting of an Award.

         An Award grant under the Plan shall be deemed to be made on the date on
which the Committee, by formal action of its members duly recorded in the
records thereof, makes an Award to a Participant (but in no event prior to the
adoption of the Plan by the Board); provided that, such Award is evidenced by a
written Award Agreement duly executed on behalf of the Company and on behalf of
the Participant, if applicable, within a reasonable time after the date of the
Committee action.

16.      Term of Plan.

         This Plan shall terminate ten (10) years after the date on which it is
approved and adopted by the Board and no Award shall be granted hereunder after
the expiration of such ten-year period. Awards outstanding at the termination of
the Plan shall continue in accordance with their terms and shall not be affected
by such termination.

17.      Severability.

         Any word, phrase, clause, sentence or other provision herein which
violates or is prohibited by any applicable law, court decree or public policy
shall be modified as necessary to avoid the violation or prohibition and so as
to make this Plan and any Award Agreement enforceable as fully as possible under
applicable law, and if such cannot be so modified, the same



                                       13


shall be ineffective to the extent of such violation or prohibition without
invalidating or affecting the remaining provisions herein.

18.      Non-Waiver of Rights.

         The Company's failure to enforce at any time any of the provisions of
this Plan or any Award Agreement or to require at any time performance by the
Participant of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Plan, any
Award Agreement, or any part hereof, or the right of the Company thereafter to
enforce each and every provision in accordance with the terms of this Plan and
any Award Agreement.

19.      Assignment.

         Any Award Agreement shall be freely assignable by the Company and shall
inure to the benefit of, and be binding upon, the Company, its successors and
assigns and/or any other entity which shall succeed to the business presently
being conducted by the Company.

20.      No Right To Continued Employment.

         Nothing in the Plan or in any Award granted pursuant to the Plan shall
be considered or construed as creating a contract of employment for any
specified period of time or shall confer on any individual any right to continue
in the employ of the Employer or interfere in any way with the right of the
Employer to terminate his or her employment at any time.

21.      Choice of Law.

         The Plan shall be governed by and construed in accordance with the laws
of the State of Delaware without regard to conflicts of law.

         The foregoing Plan was approved and adopted by the Board on
______________, ________.

                                            BUILD-A-BEAR WORKSHOP, INC.



                                            By
                                              ---------------------------------





                                       14

                                                                  EXHIBIT 10.3.1

                                      MODEL
                        INCENTIVE STOCK OPTION AGREEMENT
                                    UNDER THE
              BUILD-A-BEAR WORKSHOP, INC. 2004 STOCK INCENTIVE PLAN


         THIS AGREEMENT, made this ____ day of __________, ______, by and
between Build-A-Bear Workshop, Inc., a Delaware corporation ("Company"), and
____________ ("Optionee"),

         WITNESSETH THAT:

         WHEREAS, the Board of Directors of the Company ("Board of Directors")
has adopted the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan (the
"Plan") pursuant to which options covering an aggregate of 3,700,000 shares of
the Common Stock of the Company may be granted to employees, directors and
consultants of the Company, a parent or subsidiary, as such terms are defined in
the Plan; and

         WHEREAS, Optionee is now an employee of the Company, a parent or a
subsidiary; and

         WHEREAS, the Company desires to grant to Optionee the option to
purchase certain shares of its stock under the terms of the Plan, which option
is intended to qualify as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended ("Code")
(hereinafter referred to as an "Incentive Stock Option"); and

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter set forth, it is covenanted and agreed as follows:

         1. Grant Subject to Plan. This option is granted under and is expressly
subject to all the terms and provisions of the Plan, and the terms of such Plan
are incorporated herein by reference. Optionee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof.
Terms not defined herein shall have the meaning ascribed thereto in the Plan.
The Committee referred to in Section 4 of the Plan ("Committee") has been
appointed by the Board of Directors, and designated by it, as the Committee to
make grants of options.

         2. Grant and Terms of Option. Pursuant to action of the Committee,
which action was taken on ________, ____ ("Date of Grant"), the Company grants
to Optionee the option to purchase all or any part of ________ (______) shares
of the Common Stock of the Company, of the par value of $___ per share ("Common
Stock"), for a period of ten (10) years (five (5) years in the case of a 10%
shareholder, as described in Section 6(B) of the Plan) from the Date of Grant,
at the purchase price of $___ per share (110% in the case of a 10% shareholder,
as described in Section 6B of the Plan), which amount may not be less than 100%
of






the Fair Market Value of the Stock at the time of the granting of the Option;
provided, however, that the right to exercise such option shall be, and is
hereby, restricted as follows:

                  (a) No shares may be purchased prior to ________,______; that
         at any time during the term of this option on or after _________,_____,
         Optionee may purchase up to 25% of the total number of shares to which
         this option relates; that at any time during the term of this option on
         or after ________,______, Optionee may purchase up to an additional 25%
         of the total number of shares to which this option relates; that at any
         time during the term of this option on or after _______,_____, Optionee
         may purchase up to an additional 25% of the total number of shares to
         which this option relates; and that at any time on or after ______,___,
         Optionee may purchase up to an additional 25% of the total number of
         shares to which this option relates; so that on or after _______,_____,
         during the term hereof, Optionee will have become entitled to purchase
         the entire number of shares to which this option relates.

                  (b) Notwithstanding the foregoing, in the event of a Change of
         Control or a Public Offering (both defined below) Optionee may purchase
         100% of the total number of shares to which this option relates.

                           (1) For purposes of this Agreement, a Change in
                  Control means:

                                    (A) The purchase or other acquisition (other
                           than from the Company) by any person, entity or group
                           of persons, within the meaning of Section 13(d) or
                           14(d) of the Securities Exchange Act of 1934, as
                           amended (the "Exchange Act") (excluding, for this
                           purpose, the Company or its subsidiaries or any
                           employee benefit plan of the Company or its
                           subsidiaries), of beneficial ownership (within the
                           meaning of Rule 13d-3 promulgated under the Exchange
                           Act) of 20% or more of either the then-outstanding
                           shares of common stock of the Company or the combined
                           voting power of the Company's then-outstanding voting
                           securities entitled to vote generally in the election
                           of directors; or

                                    (B) Individuals who, as of the date hereof,
                           constitute the Board of Directors of the Company (the
                           "Board" and, as of the date hereof, the "Incumbent
                           Board") cease for any reason to constitute at least a
                           majority of the Board, provided that any person who
                           becomes a director subsequent to the date hereof
                           whose election, or nomination for election by the
                           Company's shareholders, was approved by a vote of at
                           least a majority of the directors then comprising the
                           Incumbent Board (other than an individual whose
                           initial assumption of office is in connection with an
                           actual or threatened election contest relating to the
                           election of directors of the Company, as such terms
                           are used in Rule 14a-11 of Regulation 14A promulgated
                           under the Exchange Act) shall be, for purposes of
                           this section, considered as though such person were a
                           member of the Incumbent Board; or



                                        2


                                    (C) Approval by the stockholders of the
                           Company of a reorganization, merger or consolidation,
                           in each case with respect to which persons who were
                           the stockholders of the Company immediately prior to
                           such reorganization, merger or consolidation do not,
                           immediately thereafter, own more than 50% of,
                           respectively, the common stock and the combined
                           voting power entitled to vote generally in the
                           election of directors of the reorganized, merged or
                           consolidated corporation's then-outstanding voting
                           securities, or of a liquidation or dissolution of the
                           Company or of the sale of all or substantially all of
                           the assets of the Company.

                           (2) For purposes of this Agreement, a Public Offering
                  means the creation of an active trading market in Common Stock
                  by the sale of Common Stock to the public pursuant to a
                  registration statement under the Securities Act of 1933.

                  (c) In no event may this option or any part thereof be
         exercised after the expiration of ten (10) years (five (5) years in the
         case of a 10% shareholder, as described in Section 6(B) of the Plan)
         from the Date of Grant.

                  (d) The purchase price of the shares subject to the option may
         be paid for (i) in cash, (ii) in the discretion of the Committee, by
         tender of shares of Common Stock already owned by Optionee, or (iii) in
         the discretion of the Committee, by a combination of methods of payment
         specified in clauses (i) and (ii), all in accordance with Section 6 of
         the Plan. Notwithstanding the preceding sentence, Optionee may request
         that the Committee agree that payment in full of the option price need
         not accompany the written notice of exercise; provided that, the notice
         of exercise directs that the certificate or certificates for the shares
         of Common Stock for which the option is exercised be delivered to a
         licensed broker acceptable to the Committee as the agent for Optionee
         and, at the time such certificate or certificates are delivered, the
         broker tenders to the Committee cash (or cash equivalents acceptable to
         the Committee) equal to the option price for the shares of Common Stock
         purchased pursuant to the exercise of the option plus the amount (if
         any) of any withholding obligations on the part of the Company. Such
         request may be granted or denied in the sole discretion of the
         Committee.

                  (e) No shares of Statutory Option Stock (as defined in Section
         424(c)(3)(B) of the Code) may be tendered in exercise of this option
         unless (i) such shares have been held by Optionee for at least one
         year, and (ii) at least two years have elapsed since such Statutory
         Option Stock was granted.

                  (f) The Optionee shall not participate in or be a party to the
         Stockholders' Agreement.

         3. Anti-Dilution Provisions. In the event that, during the term of this
Agreement, there is any change in the number of shares of outstanding Common
Stock of the




                                       3


Company by reason of stock dividends, recapitalizations, mergers,
consolidations, split-ups, combinations or exchanges of shares and the like, the
number of shares covered by this option agreement and the price thereof shall be
adjusted, to the same proportionate number of shares and price as in this
original agreement.

         4. Investment Purpose and Other Restrictions on Transfer. Optionee
represents that, in the event of the exercise by Optionee of the option hereby
granted, or any part thereof, he or she intends to purchase the shares acquired
on such exercise for investment and not with a view to resale or other
distribution; except that the Company, at its election, may waive or release
this condition in the event the shares acquired on exercise of the option are
registered under the Securities Act of 1933, or upon the happening of any other
contingency which the Company shall determine warrants the waiver or release of
this condition. Optionee agrees that the certificates evidencing the shares
acquired by him or her on exercise of all or any part of this option, may bear a
restrictive legend, if appropriate, indicating that the shares have not been
registered under said Act and are subject to restrictions on the transfer
thereof, which legend may be in the following form (or such other form as the
Company shall determine to be proper), to-wit:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933, but have been issued or transferred
         to the registered owner pursuant to the exemption afforded by Section
         4(2) of said Act. No transfer or assignment of these shares by the
         registered owner shall be valid or effective, and the issuer of these
         shares shall not be required to give any effect to any transfer or
         attempted transfer of these shares, including without limitation, a
         transfer by operation of law, unless (a) the issuer shall have received
         an opinion of its counsel that the shares may be transferred without
         requirement of registration under said Act, or (b) there shall have
         been delivered to the issuer a 'no-action' letter from the staff of the
         Securities and Exchange Commission, or (c) the shares are registered
         under said Act."

         In addition to the restrictions described above, Optionee may not sell,
pledge, transfer, donate, assign or otherwise dispose of (collectively,
"transfer"), whether voluntarily or by operation of law, any shares of Common
Stock acquired pursuant to the exercise of an option under this Agreement except
as provided in this Section 4.

                  (a) Right of First Refusal.

                           (1) If the Optionee intends to transfer any shares of
                  Common Stock pursuant to a bona fide purchase offer of an
                  offeror ("Offeror"), the Optionee shall deliver to the Company
                  a written notice (the "Notice") of such intention to transfer
                  such shares, setting forth in reasonable detail: (i) the
                  proposed price, (ii) the number of shares proposed to be
                  transferred, (iii) the other terms and conditions of the
                  proposed transfer of such shares, (iv) an offer to sell the
                  shares to the Company as provided herein and (v) the identity
                  of the Offeror. The shares proposed to be transferred are
                  hereinafter referred to as the "Offered Shares."



                                        4


                           (2) The Company may elect to purchase all (but not
                  less than all) of the Offered Shares at any time during the
                  thirty (30) day period following its receipt of the Notice.
                  The Company shall be entitled to purchase the Offered Shares
                  from the Optionee at the same price and on the same terms and
                  conditions as those pursuant to which the Optionee proposes to
                  transfer the Offered Shares, as described in the Notice. If
                  the Company fails to respond to such offer within the 30-day
                  period, it shall be deemed to have rejected the offer.

                           (3) Unless the Optionee and the Company otherwise
                  agree, the closing of the purchase of the Offered Shares shall
                  take place at the principal offices of the Company at 10:00
                  a.m. on the tenth day (or if such day is not a business day on
                  the next business day) after the expiration of the 30-day
                  period. At the closing, the Optionee shall tender the Offered
                  Shares, together with appropriate instruments of transfer
                  endorsed to the Company, and the Company shall tender a
                  certified check, cashier's check or a wire transfer of
                  immediately available funds in the amount of the purchase
                  price therefor.

                           (4) If the Offered Shares are not purchased by the
                  Company pursuant to this Section 4, the Optionee shall be
                  entitled to sell all of the Offered Shares to the Offeror at
                  the price and on the terms and conditions specified in the
                  Notice, provided that such sale is consummated within
                  one-hundred twenty (120) days from the date the Notice is
                  delivered to the Company. For any sale of shares after such
                  one-hundred twenty (120) day period, the Optionee shall give a
                  new notice which shall reinstate the rights of the Company set
                  forth in this Section 4 to purchase the Offered Shares.

                  (b) Take-Along Rights. If an offeror desires to purchase all
         of the outstanding shares of Common Stock and if the owners of at least
         50% of the outstanding shares desire to make such sale, the Optionee
         agrees to sell all of his or her shares to such offeror on the terms
         and conditions approved by the owners of at least 50% of the
         outstanding shares.

                  (c) Effect of Prohibited Transfer. If any transfer of shares
         is made or attempted by an Optionee other than in accordance with the
         terms of this Agreement, the Company may refuse for any purpose to
         recognize any transferee who receives shares and any such transferee
         shall have no right to claim or retain any dividends on such shares
         which were paid or become payable subsequent to the date on which the
         prohibited transfer was made or attempted. In addition to any other
         legal or equitable rights that it may have, the Company may enforce its
         rights by specific performance to the extent permitted by law.

                  (d) Buy-Back Rights. If the Optionee terminates employment for
         any reason, the Optionee must, upon request by the Committee, sell his
         or her shares of Common Stock to the Company at a price equal to the
         Fair Market Value of such shares




                                        5


         of Common Stock on the date of such sale. The Company shall exercise
         the buy-back right with respect to the Optionee no later than twelve
         (12) months after the date the Optionee terminates employment.

                  (e) Exceptions to Transfer Restrictions. Notwithstanding
         anything to the contrary in this Agreement, the restrictions upon
         transfer set forth in this Section 4 shall not apply to a transfer of
         shares of Common Stock by an Optionee to any of (i) the Optionee's
         heirs, executors, administrators or other personal representative upon
         death of the Optionee or (ii) the Optionee's spouse, children or
         grandchildren, or a trust for their or the Optionee's benefit; provided
         that, the restrictions on transfer in this Section 4 shall continue to
         apply to the shares received by any such permitted transferee,
         including without limitation that such permitted transferee shall not
         again transfer such shares except in accordance with this Section 4.

                  (f) Termination of Transfer Restrictions. The restrictions
         described in Sections 4(a) through 4(e) shall terminate on the earlier
         of a Public Offering of shares of Common Stock or mutual agreement of
         the parties to this Agreement.

         5. Non-Transferability. Neither the option hereby granted nor any
rights thereunder or under this Agreement may be assigned, transferred or in any
manner encumbered except by will or the laws of descent and distribution, and
any attempted assignment, transfer, mortgage, pledge or encumbrance except as
herein authorized, shall be void and of no effect. The option may be exercised
during Optionee's lifetime only by Optionee or his or her guardian or legal
representative.

         6. Termination of Employment. In the event of the termination of
employment of Optionee other than by death, the option granted may be exercised
at the times and to the extent provided in Section 6 of the Plan. [IF THE
OPTIONEE'S EMPLOYMENT IS TERMINATED OTHER THAN FOR CAUSE, THE DETERMINATION OF
WHICH SHALL BE MADE IN THE SOLE DISCRETION OF THE COMMITTEE, THE OPTION MAY BE
EXERCISED, TO THE EXTENT IT WAS ELIGIBLE FOR EXERCISE AT THE DATE OF SUCH
TERMINATION OF EMPLOYMENT, AT ANY TIME WITHIN THREE (3) MONTHS AFTER SUCH
TERMINATION, BUT NOT AFTER TEN (10) YEARS (OR FIVE (5) YEARS, IF APPLICABLE)
FROM THE DATE OF GRANTING]

         7. Death of Optionee. In the event of the death of Optionee during the
term of this Agreement and while he or she is employed by the Company (or its
parent or a subsidiary), or within three (3) months after the termination of his
or her employment, this option shall become fully vested (if not already fully
vested) and may be exercised by a legatee or legatees of Optionee under his or
her last will, or by his or her personal representatives or distributees, at any
time within a period of one year after his or her death, but not after ten (10)
years (or five (5) years, if applicable) from the Date of Grant, and only if he
or she was entitled to exercise the option at the date of his or her death.



                                        6



         8. Shares Issued on Exercise of Option. It is the intention of the
Company that on any exercise of this option it will transfer to Optionee shares
of its authorized but unissued stock, Treasury shares, or shares acquired on the
public market, if applicable, or it will utilize any combination of authorized
but unissued shares, Treasury shares and shares acquired on the public market,
if applicable, to satisfy its obligations to deliver shares on any exercise
hereof.

         9. Committee Administration. This option has been granted pursuant to a
determination made by the Committee, and such Committee or any successor or
substitute committee authorized by the Board of Directors or the Board of
Directors itself, subject to the express terms of this option, shall have
plenary authority to interpret any provision of this option and to make any
determinations necessary or advisable for the administration of this option and
the exercise of the rights herein granted, and may waive or amend any provisions
hereof in any manner not adversely affecting the rights granted to Optionee by
the express terms hereof.

         10. Option an Incentive Stock Option. It is intended that this option
shall be treated as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended.

         11. No Contract of Employment. Nothing contained in this Agreement
shall be considered or construed as creating a contract of employment for any
specified period of time.

         12. Severability. Any word, phrase, clause, sentence or other provision
herein which violates or is prohibited by any applicable law, court decree or
public policy shall be modified as necessary to avoid the violation or
prohibition and so as to make this Agreement enforceable as fully as possible
under applicable law, and if such cannot be so modified, the same shall be
ineffective to the extent of such violation or prohibition without invalidating
or affecting the remaining provisions herein.

         13. Non-Waiver of Rights. The Company's failure to enforce at any time
any of the provisions of this agreement or to require at any time performance by
Optionee of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this agreement, or
any part hereof, or the right of the Company thereafter to enforce each and
every provision in accordance with the terms of this agreement.

         14. Entire Agreement; Amendments. No modification, amendment or waiver
of any of the provisions of this agreement shall be effective unless in writing
specifically referring hereto, and signed by the parties hereto. This agreement
supersedes all prior agreements and understandings between Optionee and the
Company to the extent that any such agreements or understandings conflict with
the terms of this agreement.

         15. Assignment. This agreement shall be freely assignable by the
Company to and shall inure to the benefit of, and be binding upon, the Company,
its successors and assigns and/or any other entity which shall succeed to the
business presently being conducted by the Company.


                                       7


         16. Choice of Forum and Governing Law. In light of the Company's
substantial contacts with the State of Missouri, the parties' interests in
ensuring that disputes regarding the interpretation, validity and enforceability
of this agreement are resolved on a uniform basis, and the Company's execution
of, and the making of, this agreement in Missouri, the parties agree that: (i)
any litigation, validity and/or enforceability of the agreement, shall be filed
and conducted exclusively in the state or federal courts in St. Louis County,
Missouri; and (ii) the agreement shall be interpreted in accordance with and
governed by the laws of the State of Delaware, without regard for any conflict
of law principles.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by the undersigned officer pursuant to due authorization,
and Optionee has signed this Agreement to evidence his or her acceptance of the
option herein granted and of the terms hereof, all as of the date hereof.

                                      BUILD-A-BEAR WORKSHOP, INC.

                                      By
                                        ------------------------------------
ATTEST:

- --------------------------------
Secretary

                                      --------------------------------------
                                      Optionee



                                       8

                                                                EXHIBIT 10.3.2



                  DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
                                    UNDER THE
              BUILD-A-BEAR WORKSHOP, INC. 2004 STOCK INCENTIVE PLAN


         THIS AGREEMENT, made this _______ day of __________, _____, by and
between Build-A-Bear Workshop, Inc., a Delaware corporation ("Company"), and
____________ ("Optionee"),

         WITNESSETH THAT:

         WHEREAS, the Board of Directors of the Company ("Board of Directors")
has adopted the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan (the
"Plan") pursuant to which options covering an aggregate of 3,700,000 shares of
the Common Stock of the Company may be granted to employees, directors and
consultants of the Company, a parent or subsidiary, as such terms are defined in
the Plan; and

         WHEREAS, Optionee is now a director of the Company, a parent or a
subsidiary; and

         WHEREAS, the Company desires to grant to Optionee certain nonqualified
options to purchase certain shares of its stock under the terms of the Plan;

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter set forth, it is covenanted and agreed as follows:

         1. Grant Subject to Plan. This option is granted under and is expressly
subject to all the terms and provisions of the Plan, and the terms of such Plan
are incorporated herein by reference. Optionee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof.
Terms not defined herein shall have the meaning ascribed thereto in the Plan.
The Committee referred to in Section 4 of the Plan ("Committee") has been
appointed by the Board of Directors, and designated by it, as the Committee to
make grants of options.

         2. Grant and Terms of Option. Pursuant to action of the Committee,
which action was taken on ____________, _____ ("Date of Grant"), the Company
grants to Optionee the option to purchase all or any part ________ of (____)
shares of the Common Stock of the Company, of the par value of $____ per share
("Common Stock"), for a period of ten (10) years from the Date of Grant, at the
purchase price of $ _____ per share; provided, however, that the right to
exercise such option shall be, and is hereby, restricted as follows:

                  (a) No shares may be purchased prior to __________, _____;
         that at any time during the term of this option on or after __________,
         _____, Optionee may purchase up to 25% of the total number of shares to
         which this option relates; that at any time during the term of this
         option on or after __________, _____, Optionee may purchase up to an
         additional 25% of the total number of shares to which this option




         relates; that at any time during the term of this option on or after
         __________, _____, Optionee may purchase up to an additional 25% of the
         total number of shares to which this option
         relates; and that at any time on or after __________, _____, Optionee
         may purchase up to an additional 25% of the total number of shares to
         which this option relates; so that on or after __________, _____,
         during the term hereof, Optionee will have become entitled to purchase
         the entire number of shares to which this option relates.

                  (b) Notwithstanding the foregoing, in the event of a Change of
         Control or a Public Offering (both defined below) Optionee may purchase
         100% of the total number of shares to which this option relates.

                           (1) For purposes of this Agreement, a Change in
                  Control means:

                                    (A) The purchase or other acquisition (other
                           than from the Company) by any person, entity or group
                           of persons, within the meaning of Section 13(d) or
                           14(d) of the Securities Exchange Act of 1934, as
                           amended (the "Exchange Act") (excluding, for this
                           purpose, the Company or its subsidiaries or any
                           employee benefit plan of the Company or its
                           subsidiaries), of beneficial ownership (within the
                           meaning of Rule 13d-3 promulgated under the Exchange
                           Act) of 20% or more of either the then-outstanding
                           shares of common stock of the Company or the combined
                           voting power of the Company's then-outstanding voting
                           securities entitled to vote generally in the election
                           of directors; or

                                    (B) Individuals who, as of the date hereof,
                           constitute the Board of Directors of the Company (the
                           "Board" and, as of the date hereof, the "Incumbent
                           Board") cease for any reason to constitute at least a
                           majority of the Board, provided that any person who
                           becomes a director subsequent to the date hereof
                           whose election, or nomination for election by the
                           Company's shareholders, was approved by a vote of at
                           least a majority of the directors then comprising the
                           Incumbent Board (other than an individual whose
                           initial assumption of office is in connection with an
                           actual or threatened election contest relating to the
                           election of directors of the Company, as such terms
                           are used in Rule 14a-11 of Regulation 14A promulgated
                           under the Exchange Act) shall be, for purposes of
                           this section, considered as though such person were a
                           member of the Incumbent Board; or

                                    (C) Approval by the stockholders of the
                           Company of a reorganization, merger or consolidation,
                           in each case with respect to which persons who were
                           the stockholders of the Company immediately prior to
                           such reorganization, merger or consolidation do not,
                           immediately thereafter, own more than 50% of,
                           respectively, the common stock and the combined
                           voting power entitled to vote generally in the
                           election of directors of the reorganized, merged or
                           consolidated corporation's




                                       2


                           then-outstanding voting securities, or of a
                           liquidation or dissolution of the Company or of the
                           sale of all or substantially all of the assets of the
                           Company.

                           (2) For purposes of this Agreement, a Public Offering
                  means the creation of an active trading market in Common Stock
                  by the sale of Common Stock to the public pursuant to a
                  registration statement under the Securities Act of 1933.

                  (c) In no event may this option or any part thereof be
         exercised after the expiration of ten (10) years from the Date of
         Grant.

                  (d) The purchase price of the shares subject to the option may
         be paid for (i) in cash, (ii) in the discretion of the Committee, by
         tender of shares of Common Stock already owned by Optionee, or (iii) in
         the discretion of the Committee, by a combination of methods of payment
         specified in clauses (i) and (ii), all in accordance with Section 6 of
         the Plan. Notwithstanding the preceding sentence, Optionee may request
         that the Committee agree that payment in full of the option price need
         not accompany the written notice of exercise; provided that, the notice
         of exercise directs that the certificate or certificates for the shares
         of Common Stock for which the option is exercised be delivered to a
         licensed broker acceptable to the Committee as the agent for Optionee
         and, at the time such certificate or certificates are delivered, the
         broker tenders to the Committee cash (or cash equivalents acceptable to
         the Committee) equal to the option price for the shares of Common Stock
         purchased pursuant to the exercise of the option plus the amount (if
         any) of any withholding obligations on the part of the Company. Such
         request may be granted or denied in the sole discretion of the
         Committee.

                  (e) No shares of Statutory Option Stock (as defined in Section
         424(c)(3)(B) of the Internal Revenue Code of 1986, as amended ("Code"))
         may be tendered in exercise of this option unless (i) such shares have
         been held by Optionee for at least one year, and (ii) at least two
         years have elapsed since such Statutory Option Stock was granted.

                  (f) The Optionee shall not participate in or be a party to the
         Stockholders' Agreement.

         3. Anti-Dilution Provisions. In the event that, during the term of this
Agreement, there is any change in the number of shares of outstanding Common
Stock of the Company by reason of stock dividends, recapitalizations, mergers,
consolidations, split-ups, combinations or exchanges of shares and the like, the
number of shares covered by this option agreement and the price thereof shall be
adjusted, to the same proportionate number of shares and price as in this
original agreement.

         4. Investment Purpose and Other Restrictions on Transfer. Optionee
represents that, in the event of the exercise by Optionee of the option hereby
granted, or any part


                                       3


thereof, he or she intends to purchase the shares acquired on such exercise for
investment and not with a view to resale or other distribution; except that the
Company, at its election, may waive or release this condition in the event the
shares acquired on exercise of the option are registered under the Securities
Act of 1933, or upon the happening of any other contingency which the Company
shall determine warrants the waiver or release of this condition. Optionee
agrees that the certificates evidencing the shares acquired by him or her on
exercise of all or any part of this option, may bear a restrictive legend, if
appropriate, indicating that the shares have not been registered under said Act
and are subject to restrictions on the transfer thereof, which legend may be in
the following form (or such other form as the Company shall determine to be
proper), to-wit:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933, but have been issued or transferred
         to the registered owner pursuant to the exemption afforded by Section
         4(2) of said Act. No transfer or assignment of these shares by the
         registered owner shall be valid or effective, and the issuer of these
         shares shall not be required to give any effect to any transfer or
         attempted transfer of these shares, including without limitation, a
         transfer by operation of law, unless (a) the issuer shall have received
         an opinion of its counsel that the shares may be transferred without
         requirement of registration under said Act, or (b) there shall have
         been delivered to the issuer a 'no-action' letter from the staff of the
         Securities and Exchange Commission, or (c) the shares are registered
         under said Act."

         In addition to the restrictions described above, Optionee may not sell,
pledge, transfer, donate, assign or otherwise dispose of (collectively,
"transfer"), whether voluntarily or by operation of law, any shares of Common
Stock acquired pursuant to the exercise of an option under this Agreement except
as provided in this Section 4.

                  (a) Right of First Refusal.

                           (1) If the Optionee intends to transfer any shares of
                  Common Stock pursuant to a bona fide purchase offer of an
                  offeror ("Offeror"), the Optionee shall deliver to the Company
                  a written notice (the "Notice") of such intention to transfer
                  such shares, setting forth in reasonable detail: (i) the
                  proposed price, (ii) the number of shares proposed to be
                  transferred, (iii) the other terms and conditions of the
                  proposed transfer of such shares, (iv) an offer to sell the
                  shares to the Company as provided herein and (v) the identity
                  of the Offeror. The shares proposed to be transferred are
                  hereinafter referred to as the "Offered Shares."

                           (2) The Company may elect to purchase all (but not
                  less than all) of the Offered Shares at any time during the
                  thirty (30) day period following its receipt of the Notice.
                  The Company shall be entitled to purchase the Offered Shares
                  from the Optionee at the same price and on the same terms and
                  conditions as those pursuant to which the Optionee proposes to
                  transfer the Offered Shares,



                                       4


                  as described in the Notice. If the Company fails to respond to
                  such offer within the 30-day period, it shall be deemed to
                  have rejected the offer.

                           (3) Unless the Optionee and the Company otherwise
                  agree, the closing of the purchase of the Offered Shares shall
                  take place at the principal offices of the Company at 10:00
                  a.m. on the tenth day (or if such day is not a business day on
                  the next business day) after the expiration of the 30-day
                  period. At the closing, the Optionee shall tender the Offered
                  Shares, together with appropriate instruments of transfer
                  endorsed to the Company, and the Company shall tender a
                  certified check, cashier's check or a wire transfer of
                  immediately available funds in the amount of the purchase
                  price therefor.

                           (4) If the Offered Shares are not purchased by the
                  Company pursuant to this Section 4, the Optionee shall be
                  entitled to sell all of the Offered Shares to the Offeror at
                  the price and on the terms and conditions specified in the
                  Notice, provided that such sale is consummated within
                  one-hundred twenty (120) days from the date the Notice is
                  delivered to the Company. For any sale of shares after such
                  one-hundred twenty (120) day period, the Optionee shall give a
                  new notice which shall reinstate the rights of the Company set
                  forth in this Section 4 to purchase the Offered Shares.

                  (b) Take-Along Rights. If an offeror desires to purchase all
         of the outstanding shares of Common Stock and if the owners of at least
         50% of the outstanding shares desire to make such sale, the Optionee
         agrees to sell all of his or her shares to such offeror on the terms
         and conditions approved by the owners of at least 50% of the
         outstanding shares.

                  (c) Effect of Prohibited Transfer. If any transfer of shares
         is made or attempted by an Optionee other than in accordance with the
         terms of this Agreement, the Company may refuse for any purpose to
         recognize any transferee who receives shares and any such transferee
         shall have no right to claim or retain any dividends on such shares
         which were paid or become payable subsequent to the date on which the
         prohibited transfer was made or attempted. In addition to any other
         legal or equitable rights that it may have, the Company may enforce its
         rights by specific performance to the extent permitted by law.

                  (d) Buy-Back Rights. If the Optionee's directorship terminates
         for any reason, the Optionee must, upon request by the Committee, sell
         his or her shares of Common Stock to the Company at a price equal to
         the Fair Market Value of such shares of Common Stock on the date of
         such sale. The Company shall exercise the buy-back right with respect
         to the Optionee no later than twelve (12) months after the date the
         Optionee's directorship terminates.

                  (e) Exceptions to Transfer Restrictions. Notwithstanding
         anything to the contrary in this Agreement, the restrictions upon
         transfer set forth in this Section 4



                                       5


         shall not apply to a transfer of shares of Common Stock by an Optionee
         to any of (i) the Optionee's heirs, executors, administrators or other
         personal representative upon death of the Optionee or (ii) the
         Optionee's spouse, children or grandchildren, or a trust for their or
         the Optionee's benefit; provided that, the restrictions on transfer in
         this Section 4 shall continue to apply to the shares received by any
         such permitted transferee, including without limitation that such
         permitted transferee shall not again transfer such shares except in
         accordance with this Section 4.

                  (f) Termination of Transfer Restrictions. The restrictions
         described in Sections 4(a) through 4(e) shall terminate on the earlier
         of a Public Offering of shares of Common Stock or mutual agreement of
         the parties to this Agreement.

         5. Non-Transferability. Neither the option hereby granted nor any
rights thereunder or under this Agreement may be assigned, transferred or in any
manner encumbered except by will or the laws of descent and distribution, and
any attempted assignment, transfer, mortgage, pledge or encumbrance except as
herein authorized, shall be void and of no effect. The option may be exercised
during Optionee's lifetime only by Optionee or his or her guardian or legal
representative.

         6. Termination of Service. In the event of the termination of
Optionee's directorship other than by death, the option granted may no longer be
exercised on or after the date of such termination. If the Optionee's
directorship is terminated other than for cause, the determination of which
shall be made in the sole discretion of the Committee, the option may be
exercised, to the extent it was eligible for exercise at the date of such
termination of directorship, at any time within three (3) months after such
termination, but not after ten (10) years from the Date of Grant.

         7. Death of Optionee. In the event of the death of Optionee during the
term of this Agreement and while he is a director of the Company (or its parent
or a subsidiary) or within three (3) months after the termination of his or her
directorship, this option shall become fully vested (if not already fully
vested) and may be exercised by a legatee or legatees of Optionee under his or
her last will, or by his or her personal representatives or distributees, at any
time within a period of one year after his or her death, but not after ten (10)
years from the Date of Grant, and only if he or she was entitled to exercise the
option at the date of his or her death.

         8. Shares Issued on Exercise of Option. It is the intention of the
Company that on any exercise of this option it will transfer to Optionee shares
of its authorized but unissued stock, Treasury shares, or shares acquired on the
public market, if applicable, or it will utilize any combination of authorized
but unissued shares, Treasury shares and shares acquired on the public market,
if applicable, to satisfy its obligations to deliver shares on any exercise
hereof.

         9. Committee Administration. This option has been granted pursuant to a
determination made by the Committee, and such Committee or any successor or
substitute committee authorized by the Board of Directors or the Board of
Directors itself, subject to the express terms of this option, shall have
plenary authority to interpret any provision of this option and to make any
determinations necessary or advisable for the administration of this option


                                       6


and the exercise of the rights herein granted, and may waive or amend any
provisions hereof in any manner not adversely affecting the rights granted to
Optionee by the express terms hereof.

         10. Option Not an Incentive Stock Option. It is intended that this
option shall not be treated as an incentive stock option under Section 422 of
the Internal Revenue Code of 1986, as amended.

         11. No Contract For Services. Nothing contained in this Agreement shall
be considered or construed as creating a contract for services for any specified
period of time.

         12. Severability. Any word, phrase, clause, sentence or other provision
herein which violates or is prohibited by any applicable law, court decree or
public policy shall be modified as necessary to avoid the violation or
prohibition and so as to make this Agreement enforceable as fully as possible
under applicable law, and if such cannot be so modified, the same shall be
ineffective to the extent of such violation or prohibition without invalidating
or affecting the remaining provisions herein.

         13. Non-Waiver of Rights. The Company's failure to enforce at any time
any of the provisions of this agreement or to require at any time performance by
Optionee of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this agreement, or
any part hereof, or the right of the Company thereafter to enforce each and
every provision in accordance with the terms of this agreement.

         14. Entire Agreement; Amendments. No modification, amendment or waiver
of any of the provisions of this agreement shall be effective unless in writing
specifically referring hereto, and signed by the parties hereto. This agreement
supersedes all prior agreements and understandings between Optionee and the
Company to the extent that any such agreements or understandings conflict with
the terms of this agreement.

         15. Assignment. This agreement shall be freely assignable by the
Company to and shall inure to the benefit of, and be binding upon, the Company,
its successors and assigns and/or any other entity which shall succeed to the
business presently being conducted by the Company.

         16. Choice of Forum and Governing Law. In light of the Company's
substantial contacts with the State of Missouri, the parties' interests in
ensuring that disputes regarding the interpretation, validity and enforceability
of this agreement are resolved on a uniform basis, and the Company's execution
of, and the making of, this agreement in Missouri, the parties agree that: (i)
any litigation, validity and/or enforceability of the agreement, shall be filed
and conducted exclusively in the state or federal courts in St. Louis County,
Missouri; and (ii) the agreement shall be interpreted in accordance with and
governed by the laws of the State of Delaware, without regard for any conflict
of law principles.


                                        7




         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by the undersigned officer pursuant to due authorization,
and Optionee has signed this Agreement to evidence his or her acceptance of the
option herein granted and of the terms hereof, all as of the date hereof.

                                           BUILD-A-BEAR WORKSHOP, INC.

                                           By
                                             ---------------------------------
ATTEST:

- ---------------------------
Secretary

                                           -----------------------------------
                                           Optionee



                                       8

                                                                   EXHIBIT 10.35

                                  STANDARD FORM
                            INDUSTRIAL BUILDING LEASE
                                 (MULTI-TENANT)

         1.       BASIC TERMS. This SECTION 1 contains the Basic Terms of this
Lease between Landlord and Tenant, named below. Other Sections of the Lease
referred to in this SECTION 1 explain and define the Basic Terms and are to be
read in conjunction with the Basic Terms.

                  1.1.     Date of Lease: _____________________

                  1.2.     Landlord: First Industrial, L.P.

                  1.3.     Tenant: Build-A-Bear Retail Management, Inc., a
                           Delaware corporation

                  1.4.     Premises: Suites 1938 - 1954 containing approximately
                           51,976 rentable square feet within in the complex
                           commonly known as 1908 - 2000 Innerbelt Business
                           Center Drive, St. Louis, Missouri 63114 ("BUILDING").

                  1.5.     Property: 1908 - 2000 Innerbelt Business Center
                           Drive, St. Louis, Missouri 63114 (See EXHIBIT A)

                  1.6.     Lease Term: Four (4) years and zero (0) months
                           ("TERM"), commencing January 1, 2005 ("COMMENCEMENT
                           DATE") and ending December 31, 2008, subject to
                           SECTION 2.3 below, ("EXPIRATION DATE"). SEE RIDER

                  1.7.     Permitted Uses: (See SECTION 4.1) General
                           administrative and sales office, along with
                           warehousing, service, assembly and distribution of
                           retail products.

                  1.8.     Tenant's Guarantor: None

                  1.9.     Brokers: (See SECTION 23)
                                    (A) Tenant's Broker: None
                                    (B) Landlord's Broker: None

                  1.10.    Security/Damage Deposit: (See SECTION 4.4) Letter of
                           Credit in the amount of $24,215.68.

                  1.11.    Initial Estimated Additional Rent Payable by Tenant:
                           SEE RIDER

                  1.12.    Tenant's Proportionate Share: 27%

                  1.13.    Riders to Lease: SEE RIDER

         2.       LEASE OF PREMISES; RENT.

                  2.1.     LEASE OF PREMISES FOR LEASE TERM. Landlord hereby
leases the Premises to Tenant, and Tenant hereby rents the Premises from
Landlord, for the Term and subject to the conditions of this Lease.

                  2.2.     TYPES OF RENTAL PAYMENTS. Tenant shall pay modified
net rent to Landlord in monthly installments, in advance, on the first day of
each and every calendar month during the Term of this Lease (the "BASE RENT") in
the amounts and for the periods set forth below:



       LEASE PERIOD                     ANNUAL BASE RENT              MONTHLY BASE RENT
       ------------                     ----------------              -----------------
                                                                
Jan. 1, 2005 - Dec. 31, 2008         $441,795.96 ($8.50/ft.)             $36,816.33


Tenant shall also pay Tenant's Proportionate Share (as set forth in SECTION
1.12) of Operating Expenses (as hereinafter defined) and any other amounts owed
by Tenant hereunder [collectively, "ADDITIONAL RENT"]. In the event any monthly
installment of Base Rent or Additional Rent, or both, is not paid within 10 days
of the date when due, a late charge in an amount equal to 5% of the then
delinquent installment of Base Rent and/or Additional Rent [the "LATE CHARGE";
the Late Charge, Default Interest (as defined in SECTION 22.3 below), Base Rent
and Additional Rent shall collectively be referred to as "RENT"] shall be paid
by Tenant to Landlord, c/o First Industrial, L.P., 75 Remittance Drive, Suite
1589, Chicago, IL 60675-1589, or if sent by overnight courier to, First
Industrial, L.P., 75 Remittance Drive, Lockbox #1589, Chicago, IL 60675-1589 (or
such other entity designated as Landlord's management agent, if any, and if
Landlord so appoints such a management agent, the "AGENT"), or pursuant to such
other directions as Landlord shall designate in this Lease or otherwise in
writing.

                  2.3.     COVENANTS CONCERNING RENTAL PAYMENTS. Tenant shall
pay the Rent promptly when due, without notice or demand, and without any
abatement, deduction or setoff, except as may otherwise be expressly and
specifically provided in this Lease. No payment by Tenant, or receipt or
acceptance by Agent or Landlord, of a lesser amount than the correct Rent shall
be deemed to be other than a payment on account, nor shall any endorsement or
statement on any check or letter accompanying any payment be deemed an accord or



satisfaction, and Agent or Landlord may accept such payment without prejudice to
its right to recover the balance due or to pursue any other remedy available to
Landlord. If the Commencement Date occurs on a day other than the first day of a
calendar month, the Rent due for the first calendar month of the Term shall be
prorated on a per diem basis (based on a 360 day, 12 month year) and paid to
Landlord on the Commencement Date, and the Term will be extended to terminate on
the last day of the calendar month in which the Expiration Date stated in
SECTION 1.6 occurs.

         3.       OPERATING EXPENSES.

                  3.1.     DEFINITIONAL TERMS RELATING TO ADDITIONAL RENT. For
purposes of this Section and other relevant provisions of the Lease:

                           3.1.1.   OPERATING EXPENSES. The term "OPERATING
EXPENSES" shall mean all costs and expenses paid or incurred with respect to the
ownership, repair, replacement, restoration, maintenance and operation of the
Property, including, without limitation, the following: (i) services provided
directly by employees of Landlord or Agent in connection with the operation,
maintenance or rendition of other services to or for the Property; (ii) to the
extent not separately metered, billed, or furnished, all charges for utilities
and services furnished to either or both of the Property and the Premises
(including, without limitation, the Common Areas [as hereinafter defined]),
together with any taxes on such utilities; (iii) all premiums for casualty,
workers' compensation, liability, boiler, flood and all other types of insurance
provided by Landlord and relating to the Property, all third party
administrative costs incurred in connection with the procurement and
implementation of such insurance policies, and all deductibles paid by Landlord
pursuant to insurance policies required to be maintained by Landlord under this
Lease; (iv) the cost of all supplies, tools, materials and equipment utilized in
the ownership and operation of the Property, and sales and other taxes thereon;
(v) amounts charged (including, without limitation, those costs and expenses set
forth in SECTION 13.2 (i) below) by any or all of contractors, materialmen and
suppliers for services, materials and supplies furnished to Landlord in
connection with any or all of the operation, repair and maintenance of any part
of the Property (together with a reasonable overhead and administrative fee to
Landlord), including, without limitation, the structural elements of the
Property and the Common Areas; (vi) management fees to Landlord or Agent or
other persons or management entities actually and directly involved in the
management and operation of the Property; (vii) any capital improvements made
by, or on behalf of, Landlord to the Property that are either or both (a)
designed to reduce Operating Expenses and (b) required to keep the Property in
compliance with all governmental laws, rules and regulations applicable thereto,
from time to time, the cost of which capital improvements shall be reasonably
amortized by Landlord over the useful life of the improvement, in accordance
with generally accepted accounting principles; (viii) all professional fees
incurred in connection with the operation, management and maintenance of the
Property; and (ix) Taxes, as hereinafter defined in SECTION 3.1.2.
Notwithstanding anything to the contrary, Operating expenses shall not include
the following: depreciation of property, costs of tenant improvements, real
estate brokers' commissions, interest, or capital costs of major roof or major
parking lot replacements/restorations, work necessitate by fire or other
casualty damage to the extent of net insurance proceeds received by Landlord
with respect thereto, attorneys' fees, accounting fees and expenditures incurred
in connection with negotiation, disputes and claims of other tenants or
occupants of the property, or with other third parties except as specifically
provided in this Lease; advertising expenses and other costs incurred in leasing
or procuring new tenants, expenses for which Landlord is or will be reimbursed
by other sources, excluding Tenant reimbursement for amounts payable, including,
but not limited to, repair or replacement of any item covered by warranties;
expense for the defense of Landlord's title to the property, structural repairs
and replacements, depreciation and amortization of the property or financing
costs, including interest and principal amortization of debts; charitable and
political contributions; costs to correct original or latent defects in the
design, construction or equipment of the property; costs of alterations to any
tenants' premises, except for any alterations required by law; or expenses in
connection with services or other benefits of the type which are not provided or
available to Tenant but which are provided to another tenant of the property or
which are paid to Landlord by such other tenant. Tenant's obligations regarding
real estate taxes and insurance premiums are further defined herein below.

                           3.1.2.   TAXES. The term "TAXES," as referred to in
SECTION 3.1.1(ix) above shall mean (i) all governmental taxes, assessments, fees
and charges of every kind or nature (other than Landlord's income taxes),
whether general, special, ordinary or extraordinary, due at any time or from
time to time, during the Term and any extensions thereof, in connection with the
ownership, leasing, or operation of the Property, or of the personal property
and equipment located therein or used in connection therewith; and (ii) any
reasonable expenses incurred by Landlord in contesting such taxes or assessments
and/or the assessed value of the Property.

                           3.1.3.   OPERATING YEAR. The term "OPERATING YEAR"
shall mean the calendar year commencing January 1st of each year (including the
calendar year within which the Commencement Date occurs) during the Term.

                           3.1.4    MODIFIED NET RENT. THE TERM "MODIFIED NET
RENT" SHALL MEAN TENANT SHALL PAY ITS BASE RENT AS DEFINED ABOVE, ITS
PROPORTIONAL SHARE OF OPERATING EXPENSES, AS DEFINED ABOVE AND ITS PROPORTIONAL
SHARE OF REAL ESTATE TAXES IN EXCESS OF $248,978.63 AND INSURANCE PREMIUMS IN
EXCESS OF $9,313.29. (SEE RIDER)

                  3.2.     PAYMENT OF OPERATING EXPENSES. Additional Rent
commences to accrue upon the Commencement Date. The Tenant's Proportionate Share
of Operating Expenses payable hereunder for the Operating Years in which the
Term begins and ends shall be prorated to correspond to that portion of said
Operating Years occurring within the Term. Tenant's Proportionate Share of
Operating Expenses and any other sums due and payable under this Lease shall be
adjusted upon receipt of the actual bills therefor, and the obligations of this
SECTION 3 shall survive the termination or expiration of the Lease.

                                       2


                  3.3.     PAYMENT OF ADDITIONAL RENT. Landlord shall have the
right to reasonably estimate the Operating Expenses for each Operating Year.
Upon Landlord's or Agent's notice to Tenant of such estimated amount, Tenant
shall pay, on the first day of each month during that Operating Year, an amount
(the "ESTIMATED ADDITIONAL RENT") equal to the estimate of the Tenant's
Proportionate Share of Operating Expenses divided by 12 (or the fractional
portion of the Operating Year remaining at the time Landlord delivers its notice
of the estimated amounts due from Tenant for that Operating Year). If the
aggregate amount of Estimated Additional Rent actually paid by Tenant during any
Operating Year is less than Tenant's actual ultimate liability for Operating
Expenses for that particular Operating Year, Tenant shall pay the deficiency
within 30 days of Landlord's written demand therefor. If the aggregate amount of
Estimated Additional Rent actually paid by Tenant during a given Operating Year
exceeds Tenant's actual liability for such Operating Year, the excess shall be
credited against the Estimated Additional Rent next due from Tenant during the
immediately subsequent Operating Year, except that in the event that such excess
is paid by Tenant during the final Lease Year, then upon the expiration of the
Term, Landlord or Agent shall pay Tenant the then-applicable excess promptly
after determination thereof.

         4.       USE OF PREMISES AND COMMON AREAS; SECURITY DEPOSIT.

                  4.1.     USE OF PREMISES AND PROPERTY. The Premises shall be
used by the Tenant for the purpose(s) set forth in SECTION 1.7 above and for no
other purpose whatsoever. Tenant shall not, at any time, use or occupy, or
suffer or permit anyone to use or occupy, the Premises, or do or permit anything
to be done in the Premises or the Property, in any manner that may (a) violate
any Certificate of Occupancy for the Premises or the Property; (b) cause, or be
liable to cause, injury to, or in any way impair the value or proper utilization
of, all or any portion of the Property (including, but not limited to, the
structural elements of the Property) or any equipment, facilities or systems
therein; (c) constitute a violation of the laws and requirements of any public
authority or the requirements of insurance bodies or the rules and regulations
of the Property, including any covenant, condition or restriction affecting the
Property; (d) exceed the load bearing capacity of the floor of the Premises; (e)
impair or tend to impair the character, reputation or appearance of the
Property; or (e) unreasonably annoy, inconvenience or disrupt the operations or
tenancies of other tenants or users of the Property. On or prior to the date
hereof, Tenant has completed and delivered for the benefit of Landlord a "Tenant
Operations Inquiry Form" in the form attached hereto as EXHIBIT D describing the
nature of Tenant's proposed business operations at the Premises, which form is
intended to, and shall be, relied upon by Landlord.

                  4.2.     USE OF COMMON AREAS. As used herein, "COMMON AREAS"
shall mean all areas within the Property that are available for the common use
of tenants of the Property and that are not leased or held for the exclusive use
of Tenant or other tenants or licensees, including, but not limited to, parking
areas, driveways, sidewalks, loading areas, access roads, corridors, landscaping
and planted areas. Tenant shall have the nonexclusive right to use the Common
Areas for the purposes intended, subject to such reasonable rules and
regulations as Landlord may uniformly establish from time to time. Tenant shall
not interfere with the rights of any or all of Landlord, other tenants or
licensees, or any other person entitled to use the Common Areas. Without
limitation of the foregoing, Tenant shall not park or store any vehicles or
trailers on, or conduct truck loading and unloading activities in, the Common
Areas in a manner that unreasonably disturbs, disrupts or prevents the use of
the Common Areas by Landlord, other tenants or licensees or other persons
entitled to use the Common Areas. Landlord, from time to time, may change any or
all of the size, location, nature and use of any of the Common Areas although
such changes may result in inconvenience to Tenant, so long as such changes do
not materially and adversely affect Tenant's use of the Premises. In addition to
the foregoing, Landlord may, at any time, close or suspend access to any Common
Areas to perform any acts in the Common Areas as, in Landlord's reasonable
judgment, are desirable to improve or maintain either or both of the Premises
and the Property, or are required in order to satisfy Landlord's obligations
under either or both of SECTIONS 13.2 and 18; provided, however, that Landlord
shall use reasonable efforts to limit any disruption of Tenant's use and
operation of the Premises in connection therewith.

                  4.3.     SIGNAGE. Tenant shall not affix any sign of any size
or character to any portion of the Property, without prior written approval of
Landlord, which approval shall not be unreasonably withheld or delayed. Tenant
shall remove all signs of Tenant upon the expiration or earlier termination of
this Lease and immediately repair any damage to either or both of the Property
and the Premises caused by, or resulting from, such removal.

                  4.4.     SECURITY/DAMAGE DEPOSIT. Simultaneously with the
execution and delivery of this Lease, Tenant has deposited with Landlord or
Agent A Letter of Credit in the amount of $24,215.68, the sum set forth in
SECTION 1.10 above, in cash (the "SECURITY"), representing security for the
performance by Tenant of the covenants and obligations hereunder, the amount of
which Security was determined by adding the first two installments of monthly
Base Rent. The Security shall be held by Landlord or Agent, without interest, in
favor of Tenant; provided, however, that no trust relationship shall be deemed
created thereby and the Security may be commingled with other assets of
Landlord. If Tenant defaults in the performance of any of its covenants
hereunder, Landlord or Agent may, without notice to Tenant, apply all or any
part of the Security, to the extent required for the payment of any Rent or
other sums due from Tenant hereunder, in addition to any other remedies
available to Landlord. In the event the Security is so applied, Tenant shall,
upon demand, immediately deposit with Landlord or Agent a sum equal to the
amount so used. If Tenant fully and faithfully complies with all the covenants
and obligations hereunder, the Security (or any balance thereof) shall be
returned to Tenant within 30 days after the last to occur of (i) the date the
Term expires or terminates or (ii) delivery to Landlord of possession of the
Premises. Landlord may deliver the Security to any purchaser of Landlord's
interest in the Premises [or any Successor Landlord (defined below), if
applicable], and thereupon Landlord and Agent shall be discharged from any
further liability with respect to the Security.

                                       3


         5.       CONDITION AND DELIVERY OF PREMISES.

                  5.1.     CONDITION OF PREMISES. Tenant agrees that Tenant is
familiar with the condition of both the Premises and the Property, and Tenant
hereby accepts the foregoing on an "AS-IS," "WHERE-IS" basis. Tenant
acknowledges that neither Landlord nor Agent, nor any representative of
Landlord, has made any representation as to the condition of the foregoing or
the suitability of the foregoing for Tenant's intended use. Tenant represents
and warrants that Tenant has made its own inspection of the foregoing. Neither
Landlord nor Agent shall be obligated to make any repairs, replacements or
improvements (whether structural or otherwise) of any kind or nature to the
foregoing in connection with, or in consideration of, this Lease, except (a) as
set forth in SECTIONS 13.2 and 18 and (b) with respect to all (if any) repairs
and improvements expressly and specifically described in EXHIBIT B attached
hereto ("LANDLORD WORK ITEMS"). Landlord agrees to make reasonable efforts to
enforce, or cause Agent to enforce, upon Tenant's request, all manufacturer's or
contractor's warranties, if any, issued in connection with any of the Landlord
Work Items.

                  5.2.     DELAY IN COMMENCEMENT. Landlord shall not be liable
to Tenant if Landlord does not deliver possession of the Premises to Tenant on
the Commencement Date. The obligations of Tenant under the Lease shall not be
affected thereby, except that the Commencement Date shall be delayed until
Landlord delivers possession of the Premises to Tenant, and the Lease Term shall
be extended by a period equal to the number of days of delay in delivery of
possession of the Premises to Tenant, plus the number of days necessary to end
the Lease Term on the last day of a month.

         6.       SUBORDINATION; NOTICES TO SUPERIOR LESSORS AND MORTGAGEES;
ATTORNMENT.

                  6.1.     SUBORDINATION. Provided that Tenant is provided with
a reasonable and customary subordination, nondisturbance and attornment
agreement duly executed by the holder of any mortgage or deed of trust or the
landlord pursuant to any ground lease, this Lease shall be subject and
subordinate at all times to (a) all ground leases or underlying leases that may
now exist or hereafter be executed affecting either or both of the Premises and
the Property and (b) any mortgage or deed of trust that may now exist or
hereafter be placed upon, and encumber, any or all of (x) the Property; (y) any
ground leases or underlying leases for the benefit of the Property; and (z) all
or any portion of Landlord's interest or estate in any of said items.
Notwithstanding the foregoing, Landlord shall have the right to subordinate or
cause to be subordinated any such ground leases or underlying leases that
benefit the Property or any such mortgage or deed of trust liens to this Lease.
Tenant shall execute and deliver, upon demand by Landlord and in the form
reasonably requested by Landlord, any additional documents evidencing the
priority of subordination of this Lease with respect to any such ground leases
or underlying leases for the benefit of the Property or any such mortgage or
deed of trust.

                  6.2.     ESTOPPEL CERTIFICATES. Tenant agrees, from time to
time and within fifteen (15) days after request by Landlord, to deliver to
Landlord, or Landlord's designee, an estoppel certificate stating such matters
pertaining to this Lease as may be reasonably requested by Landlord. Failure by
Tenant to timely execute and deliver such certificate shall constitute an
acceptance of the Premises and acknowledgment by Tenant that the statements
included therein are true and correct without exception. Landlord and Tenant
intend that any statement delivered pursuant to this section may be relied upon
by any prospective purchaser or mortgagee of the Property or of any interest
therein or any other Landlord designee.

                  6.3.     TRANSFER FOR LANDLORD. In the event of a sale or
conveyance by Landlord of the Property, the same shall operate to release
Landlord from any future liability for any of the covenants or conditions,
express or implied, herein contained in favor of Tenant, and in such event
Tenant agrees to look solely to Landlord's successor in interest with respect
thereto and agrees to attorn to such successor.

         7.       QUIET ENJOYMENT. Subject to the provisions of this Lease, so
long as Tenant pays all of the Rent and performs all of its other obligations
hereunder, Tenant shall not be disturbed in its possession of the Premises by
Landlord, Agent or any other person lawfully claiming through or under Landlord;
provided, however, in addition to Landlord's rights under SECTION 16 and
elsewhere in this Lease, Landlord and Landlord's agents, employees, contractors
and representatives shall be provided reasonable access to the Premises such
that Landlord and Landlord's agents, employees, contractors and representatives
may perform the General Maintenance Services (as hereinafter defined) without
undue interruption, delay or hindrance. This covenant shall be construed as a
covenant running with the Property and is not a personal covenant of Landlord.
Tenant shall not unreasonably interrupt, delay, prevent or hinder the
performance of the General Maintenance Services by or on behalf of Landlord.
Notwithstanding the foregoing, however, Tenant acknowledges and agrees that
Landlord shall have the unfettered and unilateral right to use portions of the
Common Areas (inclusive of the roof of the Building) for such purposes and uses
as Landlord may desire; provided, however, that in all events and under all
circumstances, Landlord's use of any portion of the Common Areas shall not
interfere, in any material respect, with any or all of (a) Tenant's rights to
occupy and use the Common Areas (in the manner and for the purposes contemplated
hereunder); (b) Tenant's right to utilize the vehicular parking areas located on
the Common Areas; and (c) Tenant's right of access, ingress and egress to and
from the Common Areas.

         8.       ASSIGNMENT, SUBLETTING AND MORTGAGING.

                  8.1.     PROHIBITION. Tenant acknowledges that this Lease and
the Rent due under this Lease have been agreed to by Landlord in reliance upon
Tenant's reputation and creditworthiness and upon the continued operation of the
Premises by Tenant for the particular use described in SECTION 4.1 above;
therefore, Tenant shall not, whether voluntarily, or by operation of law, or
otherwise: (a) assign or otherwise transfer this Lease; (b) sublet the Premises
or any part thereof, or allow the same to be used or occupied by anyone other
than Tenant; or (c)

                                       4


mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises,
or any part thereof, in any manner whatsoever, without in each instance
obtaining the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed. Any purported assignment, mortgage, transfer,
pledge or sublease made without the prior written consent of Landlord shall be
absolutely null and void. No assignment of this Lease shall be effective and
valid unless and until the assignee executes and delivers to Landlord any and
all documentation reasonably required by Landlord in order to evidence
assignee's assumption of all obligations of Tenant hereunder. Any consent by
Landlord to a particular assignment, sublease or mortgage shall not constitute
consent or approval of any subsequent assignment, sublease or mortgage, and
Landlord's written approval shall be required in all such instances. No consent
by Landlord to any assignment or sublease shall be deemed to release Tenant from
its obligations hereunder and Tenant shall remain fully liable for performance
of all obligations under this Lease. Notwithstanding the foregoing, Tenant shall
be permitted to assign this Lease or sublease the Premises to an affiliate of
Tenant (affiliate, meaning an entity which either controls Tenant, is controlled
by Tenant, or is under common control with Tenant),or to a corporation resulting
from the merger or consolidation with Tenant, or any persons or entity which
acquires substantially all of the assets of Tenant as a going concern, or to any
person or entity which acquires substantially all of the stock of Tenant.

                  8.2.     RIGHTS OF LANDLORD. If this Lease is assigned, or if
the Premises (or any part thereof) are sublet or used or occupied by anyone
other than Tenant, whether or not in violation of this Lease, Landlord or Agent
may (without prejudice to, or waiver of its rights), collect Rent from the
assignee, subtenant or occupant. Landlord or Agent may apply the net amount
collected to the Rent herein reserved, but no such assignment, subletting,
occupancy or collection shall be deemed a waiver of any of the provisions of
this SECTION 8. With respect to the allocable portion of the Premises sublet, in
the event that the total rent and any other considerations received under any
sublease by Tenant is greater than the total Rent required to be paid, from time
to time, under this Lease, Tenant shall pay to Landlord one hundred percent
(100%) of such excess as received from any subtenant and such amount shall be
deemed a component of the Additional Rent.

         9.       COMPLIANCE WITH LAWS.

                  9.1.     COMPLIANCE WITH LAWS. Tenant shall, at its sole
expense (regardless of the cost thereof), comply with all local, state and
federal laws, rules, regulations and requirements now or hereafter in force and
all judicial and administrative decisions in connection with the enforcement
thereof (collectively, "LAWS"), pertaining to either or both of the Premises and
Tenant's use and occupancy thereof. If any license or permit is required for the
conduct of Tenant's business in the Premises, Tenant, at its expense, shall
procure such license prior to the Commencement Date, and shall maintain such
license or permit in good standing throughout the Term. Tenant shall give prompt
notice to Landlord of any written notice it receives of the alleged violation of
any Law or requirement of any governmental or administrative authority with
respect to either or both of the Premises and the use or occupation thereof. The
judgment of any court of competent jurisdiction, or the admission of Tenant in
any action or proceeding against Tenant, whether Landlord is a party thereto or
not, that any such Law pertaining to the Premises has been violated, shall be
conclusive of that fact as between Landlord and Tenant.

                  9.2.     HAZARDOUS MATERIALS. If, at any time or from time to
time during the Term (or any extension thereof), any Hazardous Material (defined
below) is generated, transported, stored, used, treated or disposed of at, to,
from, on or in either or both of the Premises and the Property by, or as a
result of any act or omission of, any or all of Tenant and any or all of
Tenant's Parties (defined below): (i) Tenant shall, at its own cost, at all
times comply (and cause all others to comply) with all laws (federal, state or
local) relating to Hazardous Materials, including, but not limited to, all
Environmental Laws (defined below), and Tenant shall further, at its own cost,
obtain and maintain in full force and effect at all times all permits and other
approvals required in connection therewith; (ii) Tenant shall promptly provide
Landlord or Agent with complete copies of all communications, permits or
agreements with, from or issued by any governmental authority or agency
(federal, state or local) or any private entity relating in any way to the
presence, release, threat of release, or placement of Hazardous Materials on or
in the Premises or any portion of the Property, or the generation,
transportation, storage, use, treatment, or disposal at, on, in or from the
Premises, of any Hazardous Materials; (iii) Landlord, Agent and their respective
agents and employees shall have the right to either or both (x) enter the
Premises and (y) conduct appropriate tests for the purposes of ascertaining
Tenant's compliance with all applicable laws (including Environmental Laws),
rules or permits relating in any way to the generation, transport, storage, use,
treatment, disposal or presence of Hazardous Materials on, at, in or from all or
any portion of either or both of the Premises and the Property; and (iv) upon
written request by Landlord or Agent, Tenant shall provide Landlord with the
results of reasonably appropriate tests of air, water or soil to demonstrate
that Tenant complies with all applicable laws, rules or permits relating in any
way to the generation, transport, storage, use, treatment, disposal or presence
of Hazardous Materials on, at, in or from all or any portion of either or both
of the Premises and the Property. This SECTION 9.2 does not authorize the
generation, transportation, storage, use, treatment or disposal of any Hazardous
Materials at, to, from, on or in the Premises in contravention of this SECTION
9. Tenant covenants to investigate, clean up and otherwise remediate, at
Tenant's sole expense, any release of Hazardous Materials caused, contributed
to, or created by any or all of (A) Tenant and (B) any or all of Tenant's
officers, directors, members, managers, partners, invitees, agents, employees,
contractors or representatives ("TENANT PARTIES") during the Term. Such
investigation and remediation shall be performed only after Tenant has obtained
Landlord's prior written consent; provided, however, that Tenant shall be
entitled to respond immediately to an emergency without first obtaining such
consent. All remediation shall be performed in strict compliance with
Environmental Laws and to the reasonable satisfaction of Landlord. Tenant shall
be liable for any and all conditions covered hereby, and for all costs relating
thereto, that are caused or created by any or all of Tenant and any or all of
Tenant's Parties. Tenant shall not enter into any settlement agreement, consent
decree or other compromise with respect to any claims relating to any Hazardous
Materials in any way connected to the Premises without first obtaining
Landlord's written consent (which consent may be given or withheld in Landlord's
sole, but reasonable, discretion) and affording Landlord the reasonable
opportunity to participate in any such proceedings. As used herein, the term (x)
"ENVIRONMENTAL LAWS" shall mean any and all

                                       5


laws pertaining to Hazardous Materials or that otherwise deal with, or relate
to, air or water quality, air emissions, soil or ground conditions or other
environmental matters of any kind; and (y) "HAZARDOUS MATERIALS" shall mean any
waste, material or substance (whether in the form of liquids, solids or gases,
and whether or not airborne) that is or may be deemed to be or include a
pesticide, petroleum, asbestos, polychlorinated biphenyl, radioactive material,
urea formaldehyde or any other pollutant or contaminant that is or may be deemed
to be hazardous, toxic, ignitable, reactive, corrosive, dangerous, harmful or
injurious, or that presents a risk to public health or to the environment, and
that is or becomes regulated by any Environmental Law. The undertakings,
covenants and obligations imposed on Tenant under this SECTION 9.2 shall survive
the termination or expiration of this Lease.

         10.      INSURANCE.

                  10.1.    INSURANCE TO BE MAINTAINED BY LANDLORD. Landlord
shall maintain (a) "all-risk" property insurance policy covering the Property
(at its full replacement cost), but excluding Tenant's Property (defined below),
and (b) commercial general public liability insurance covering Landlord for
claims arising out of liability for bodily injury, death, personal injury,
advertising injury and property damage occurring in and about the Property and
otherwise resulting from any acts and operations of Landlord, its agents and
employees, and (c) rent loss insurance, all of the above with limits that are
required by any lender(s) of Landlord, or as are otherwise reasonably determined
by Landlord.

                  10.2.    INSURANCE TO BE MAINTAINED BY TENANT. Tenant shall
purchase, at its own expense, and keep in force at all times during this Lease
the policies of insurance set forth below in SECTIONS 10.2.1 and 10.2.2
(collectively, "TENANT'S POLICIES"). All Tenant's Policies shall (a) be issued
by an insurance company with a Best rating of A-X or better and otherwise
reasonably acceptable to Landlord and shall be licensed to do business in the
state in which the Property is located; (b) provide that said insurance shall
not be canceled or materially modified unless 30 days' prior written notice
shall have been given to Landlord; and (c) otherwise be in such form, and
include such coverages, as Landlord may reasonably require. All Tenant's
Policies (or, at Landlord's option, Certificates of Insurance, in a form
reasonably acceptable to Landlord, evidencing said Tenant's Policies), shall be
delivered to Landlord by Tenant upon commencement of the Lease and renewals
thereof shall be delivered at least 30 days prior to the expiration of each
Tenant's Policy. Tenant shall give prompt notice to Landlord and Agent of any
bodily injury, death, personal injury, advertising injury or property damage
occurring in and about the Property.

                           10.2.1.  GENERAL LIABILITY AND AUTO INSURANCE. Tenant
shall purchase and maintain, throughout the Term, a Tenant's Policy(ies) of (i)
commercial general or excess liability insurance, including personal injury and
property damage, in the amount of not less than $2,000,000.00 per occurrence,
and $5,000,000.00 annual general aggregate, per location; (ii) comprehensive
automobile liability insurance covering Tenant against any losses arising out of
liability for personal injuries or deaths of persons and property damage
occurring in or about the Premises in the amount of not less than $1,000,000,
combined single limit. The Tenant's Policies required by this SECTION 10.2.1
shall (a) name Landlord, Agent, and any party holding an interest to which this
Lease may be subordinated as additional insureds; (b) provide coverage on an
occurrence basis; (c) provide coverage for the indemnity obligations of Tenant
under this Lease; (d) contain a severability of insured parties provision and/or
a cross liability endorsement; (e) be primary, not contributing with, and not in
excess of, coverage that Landlord may carry; and (f) provide coverage with no
exclusion for a pollution incident arising from a hostile fire.

                           10.2.2.  PROPERTY AND WORKERS' COMPENSATION
INSURANCE. Tenant shall purchase and maintain, throughout the Term, a Tenant's
Policy or Policies of (i) "all-risk" property insurance covering Tenant's
Property (at its full replacement cost), and damage to other property resulting
from any acts or operations of Tenant, and (ii) workers' compensation insurance
per the applicable state statutes covering all employees of Tenant.

                  10.3.    WAIVER OF SUBROGATION. To the extent permitted by
law, and without affecting the coverage provided by insurance required to be
maintained hereunder, Landlord and Tenant each waive any right to recover
against the other for (a) damages to property, (b) damages to all or any portion
of either or both of the Premises and the Property, (c) claims arising by reason
of the foregoing, to the extent such damages and claims are insured against, or
required to be insured against, by Landlord or Tenant under this Lease, or (d)
claims paid by Tenant's workers' compensation carrier. This provision is
intended to waive, fully and for the benefit of each party, any rights and/or
claims which might give rise to a right of subrogation by any insurance carrier.
The coverage obtained by each party pursuant to this Lease shall include,
without limitation, a waiver of subrogation by the carrier which conforms to the
provisions of this section.

         11.      ALTERATIONS.

                  11.1.    PROCEDURAL REQUIREMENTS. Tenant may, from time to
time, at its expense, make alterations or improvements in and to the Premises
(hereinafter collectively referred to as "ALTERATIONS"), provided that Tenant
first obtains the written consent of Landlord in each instance. Landlord's
consent to Alterations shall not be unreasonably withheld, provided that: (a)
the Alterations are non-structural and the structural integrity of the Property
shall not be affected; (b) the Alterations are to the interior of the Premises;
(c) the proper functioning of the mechanical, electrical, heating, ventilating,
air-conditioning ("HVAC"), sanitary and other service systems of the Property
shall not be affected and the usage of such systems by Tenant shall not be
increased; (d) the Alterations have no adverse effect on other leased premises
in the Property; (e) Tenant shall have appropriate insurance coverage,
reasonably satisfactory to Landlord, regarding the performance and installation
of the Alterations; (f) the Alterations shall conform with all other
requirements of this Lease; and (g) Tenant shall have provided Landlord with
reasonably detailed plans for such Alterations in advance of requesting
Landlord's consent. Additionally, before proceeding with any Alterations, Tenant
shall (i) at Tenant's expense, obtain all necessary governmental permits and
certificates for the commencement and prosecution of Alterations; (ii) submit to
Agent, for Landlord's

                                       6


written approval, working drawings, plans and specifications and all permits for
the work to be done and Tenant shall not proceed with such Alterations until it
has received said approval; and (iii) cause those contractors, materialmen and
suppliers engaged to perform the Alterations to deliver to Landlord certificates
of insurance (in a form reasonably acceptable to Landlord) evidencing policies
of commercial general liability insurance (providing the same coverages as
required in SECTION 10.2.1 above) and workers' compensation insurance. Such
insurance policies shall satisfy the obligations imposed under SECTION 10.2.1(a)
through (d) and (f). After obtaining Landlord's approval to the Alterations,
Tenant shall give Landlord at least five days' prior written notice of the
commencement of any Alterations at the Premises, and Landlord may elect to
record and post notices of non-responsibility at the Premises. Notwithstanding
anything to the contrary contained in this SECTION 11.1, Landlord's consent
shall not be required for Alterations satisfying clauses (a) through (f) above
and costing $10,000.00 or less in any one instance (up to a maximum aggregate of
$25,000.00 over the Term) provided that Tenant notifies Landlord of such
Alterations prior to commencing thereon and obtains all approvals and permits
necessary for the commencement and prosecution of such Alterations.

                  11.2.    PERFORMANCE OF ALTERATIONS. Tenant shall cause the
Alterations to be performed in compliance with all applicable permits, laws and
requirements of public authorities, and with Landlord's reasonable rules and
regulations or any other restrictions that Landlord or Agent may impose on the
Alterations. Tenant shall cause the Alterations to be diligently performed in a
good and workmanlike manner, using new materials and equipment at least equal in
quality and class to the standards for the Property established by Landlord or
Agent. Tenant shall obtain all necessary permits and certificates for final
governmental approval of the Alterations and shall provide Landlord with "as
built" plans, copies of all construction contracts, governmental permits and
certificates and proof of payment for all labor and materials, including,
without limitation, copies of paid invoices and final lien waivers.

                  11.3.    LIEN PROHIBITION. Tenant shall pay when due all
claims for labor and material furnished to the Premises in connection with the
Alterations. Tenant shall not permit any mechanics or materialmen's liens to
attach to the Premises or the Property. Tenant, at its expense, shall procure
the satisfaction or discharge of record of all such liens and encumbrances
within 30 days after the filing thereof; or, within such thirty (30) day period,
Tenant shall provide Landlord, at Tenant's sole expense, with endorsements
(satisfactory, both in form and substance, to Landlord and the holder of any
mortgage or deed of trust) to the existing title insurance policies of Landlord
and the holder of any mortgage or deed of trust, insuring against the existence
of, and any attempted enforcement of, such lien or encumbrance. In the event
Tenant has not so performed, Landlord may, at its option, pay and discharge such
liens and Tenant shall be responsible to reimburse Landlord, on demand and as
Additional Rent under this Lease, for all costs and expenses incurred in
connection therewith, together with interest thereon at the rate set forth in
SECTION 22.3, which expenses shall include reasonable fees of attorneys of
Landlord's choosing, and any costs in posting bond to effect discharge or
release of the lien as an encumbrance against the Premises or the Property.

         12.      LANDLORD'S AND TENANT'S PROPERTY.

                  12.1.    LANDLORD'S PROPERTY. Subject to SECTION 12.2, all
fixtures, machinery, equipment, improvements and appurtenances attached to, or
built into, the Premises at the commencement of, or during the Term, whether or
not placed there by or at the expense of Tenant, shall become and remain a part
of the Premises; shall be deemed the property of Landlord (the "LANDLORD'S
PROPERTY"), without compensation or credit to Tenant; and shall not be removed
by Tenant at the Expiration Date unless Landlord requests their removal.
Further, any personal property in the Premises on the Commencement Date, movable
or otherwise, unless installed and paid for by Tenant, shall be and shall remain
the property of Landlord and shall not be removed by Tenant. In no event shall
Tenant remove any of the following materials or equipment without Landlord's
prior written consent (which consent may be given or withheld in Landlord's sole
discretion): any power wiring or power panels, lighting or lighting fixtures,
wall or window coverings, carpets or other floor coverings, heaters, air
conditioners or any other HVAC equipment, fencing or security gates, or other
similar building operating equipment and decorations.

                  12.2.    TENANT'S PROPERTY. All movable non-structural
partitions, business and trade fixtures, machinery and equipment, communications
equipment and office equipment that are installed in the Premises by, or for the
account of, Tenant and without expense to Landlord and that can be removed
without structural damage to the Property, and all furniture, furnishings and
other articles of movable personal property owned by Tenant and located in the
Premises (collectively, the "TENANT'S PROPERTY") shall be and shall remain the
property of Tenant and may be removed by Tenant at any time during the Term,
provided Tenant repairs or pays the cost of repairing any damage to the Premises
or to the Property resulting from the installation and/or removal thereof. At or
before the Expiration Date, or the date of any earlier termination, Tenant, at
its expense, shall remove from the Premises all of Tenant's Property and any
Alterations (except such items thereof as constitute Landlord's Property; or as
Landlord shall have expressly permitted, in writing, to remain, which property
shall become the property of Landlord), and Tenant shall repair (to Landlord's
reasonable satisfaction) any damage to the Premises or the Property resulting
from any installation and/or removal of Tenant's Property. Any other items of
Tenant's Property that shall remain in the Premises after the Expiration Date,
or following an earlier termination date, may, at the option of Landlord, be
deemed to have been abandoned, and in such case, such items may be retained by
Landlord as its property or be disposed of by Landlord, in Landlord's sole and
absolute discretion and without accountability, at Tenant's expense.
Notwithstanding the foregoing, if Tenant is in default under the terms of this
Lease, Tenant may remove Tenant's Property from the Premises only upon the
express written direction of Landlord.

         13.      REPAIRS AND MAINTENANCE.

                  13.1.    TENANT REPAIRS AND MAINTENANCE.

                                       7


                           13.1.1.  TENANT RESPONSIBILITIES. Throughout the
Term, Tenant shall, at its sole cost and expense: (i) both (x) maintain and
preserve, in first-class condition (subject to normal and customary wear and
tear), and (y) perform any and all repairs and replacements required in order to
so maintain and preserve, in first class condition, the Premises and the
fixtures and appurtenances therein (including, but not limited to, the Premises'
plumbing and HVAC systems, all doors, overhead or otherwise, glass and levelers
located in the Premises or otherwise available in the Property for Tenant's sole
use; and excluding, however, only those specific components of the Premises for
which Landlord is expressly responsible under SECTION 13.2); and (ii) except to
the extent Landlord elects to repair and maintain the HVAC systems as part of
General Maintenance Services (as hereinafter defined), maintain, in full force
and effect, a preventative maintenance and service contract with a reputable
service provider for maintenance of the HVAC systems of the Premises (the "HVAC
MAINTENANCE CONTRACT"). The terms and provisions of any such HVAC Maintenance
Contract shall require that the service provider maintain the Premises' HVAC
system in accordance with the manufacturer's recommendations and otherwise in
accordance with normal, customary and reasonable practices in the geographic
area in which the Premises is located and for HVAC systems comparable to the
Premises' HVAC system.

                           In addition to Tenant's obligations under (i) and
(ii) above, Tenant shall also be responsible for all costs and expenses incurred
to perform any and all repairs and replacements (whether structural or
non-structural; interior or exterior; and ordinary or extraordinary), in and to
the Premises and the Property and the facilities and systems thereof, if and to
the extent that the need for such repairs or replacements arises directly or
indirectly from any or all of: (a) the performance or existence of any
Alterations, (b) the installation, use or operation of Tenant's Property in the
Premises, (c) the moving of Tenant's Property in or out of the Property, and (d)
any act, omission, misuse, or neglect of Tenant, any of its subtenants, or
others entering into the Premises by act or omission of Tenant or any subtenant.
Any repairs or replacements required to be made by Tenant to any or all of the
structural components of the Property and the mechanical, electrical, sanitary,
HVAC, or other systems of the Property or Premises shall be performed by
appropriately licensed contractors approved by Landlord, which approval shall
not be unreasonably withheld. All such repairs or replacements shall be subject
to the supervision and control of Landlord, and all repairs and replacements
shall be made with materials of equal or better quality than the items being
repaired or replaced.

                           13.1.2.  GENERAL MAINTENANCE SERVICES.
Notwithstanding any of the foregoing, however, from time to time during the
Term, Landlord may elect, in its sole discretion and by delivery of written
notice to Tenant, to perform on behalf of Tenant, all or some portion of the
repairs, maintenance, restoration and replacement in and to the Premises
required to be performed by Tenant under this Lease (any such repairs,
maintenance, restoration and/or replacement activities that Landlord elects to
perform on behalf of Tenant are herein collectively referred to as "GENERAL
MAINTENANCE SERVICES"). Tenant shall reimburse Landlord for the cost or value of
all General Maintenance Services provided by Landlord as Additional Rent,
simultaneously with the payment of Operating Expenses as part of Estimated
Additional Rent (on a monthly estimated basis subject to annual reconciliation,
as described in SECTION 3.3 above). Unless and until Landlord affirmatively
elects to provide General Maintenance Services, nothing contained herein shall
be construed to obligate Landlord to perform any General Maintenance Services
or, except as otherwise expressly provided in SECTION 13.2, to repair, maintain,
restore or replace any portion of the Premises. Landlord may from time to time,
in its sole discretion, (x) reduce or expand the scope of the General
Maintenance Services that Landlord has elected to provide or (y) revoke its
election to provide any or all of the General Maintenance Services, in either
event, upon delivery of not less than thirty (30) days' prior written notice to
Tenant

                           13.1.3.  HVAC MAINTENANCE CONTRACT. If Landlord does
not elect to repair and maintain the HVAC systems as part of General Maintenance
Services, or revokes such election at any time after having made such election,
then, within 30 days following either (a) the Commencement Date or (b) the date
on which Landlord advises Tenant that Landlord will no longer provide General
Maintenance Services for the HVAC system, whichever date is applicable, Tenant
shall procure and deliver to Landlord the HVAC Maintenance Contract. Thereafter,
Tenant shall provide to Landlord a copy of renewals or replacements of such HVAC
Maintenance Contract no later than 30 days prior to the then-applicable expiry
date of the existing HVAC Maintenance Contract. If Tenant fails to timely
deliver to Landlord the HVAC Maintenance Contract (or any applicable renewal or
replacement thereof), then Landlord shall have the right to contract directly
for the periodic maintenance of the HVAC systems in the Premises and to charge
the cost thereof back to Tenant as Additional Rent.

                  13.2.    LANDLORD REPAIRS. Notwithstanding anything contrary
herein, Landlord shall repair, replace and restore the foundation, exterior and
interior load-bearing walls, roof structure and roof covering and tuckpointing
of the Property; provided, however, that (i) all costs and expenses so incurred
by Landlord to repair, replace and restore the above items shall constitute
Operating Expenses; provided, however, that with respect to any costs incurred
in the replacement context, those costs shall not constitute an Operating
Expense except to the extent that such costs so qualify under SECTION
3.1.1(vii); and (ii) notwithstanding (i) above, in the event that any such
repair, replacement or restoration is necessitated by any or all of the matters
set forth in SECTIONS 13.1(a) through (d) above (collectively, "TENANT
NECESSITATED REPAIRS"), then Tenant shall be required to reimburse Landlord for
all costs and expenses that Landlord incurs in order to perform such Tenant
Necessitated Repairs, and such reimbursement shall be paid, in full, within 10
days after Landlord's delivery of demand therefor. Landlord agrees to commence
the repairs, replacements or restoration described in this SECTION 13.2 within a
reasonable period of time after receiving from Tenant written notice of the need
for such repairs.

         14.      UTILITIES. Tenant shall purchase all utility services and
shall provide for scavenger, cleaning and extermination services. As provided in
SECTION 3.1.1. above, utility charges are included within Operating Expenses;
therefore, when and as Tenant pays estimated Operating Expenses, those estimated
monthly payments shall include monthly estimated installments of utility
charges; nevertheless, at Landlord's election or with Landlord's consent, Tenant
may pay the utility charges for its Premises directly to the utility or
municipality

                                       8


providing such service, and in that event: (a) all charges shall be paid by
Tenant before they become delinquent; and (b) utility charges for the Premises
shall not be included in estimated Operating Expenses. Tenant shall be solely
responsible for the repair and maintenance of any meters necessary in connection
with such services. Tenant's use of electrical energy in the Premises shall not,
at any time, exceed the capacity of either or both of (i) any of the electrical
conductors and equipment in or otherwise servicing the Premises; and (ii) the
HVAC systems of either or both of the Premises and the Property.

         15.      INVOLUNTARY CESSATION OF SERVICES. Landlord reserves the
right, without any liability to Tenant and without affecting Tenant's covenants
and obligations hereunder, to stop service of any or all of the HVAC, electric,
sanitary, elevator (if any), and other systems serving the Premises, or to stop
any other services required by Landlord under this Lease, whenever and for so
long as may be necessary by reason of (i) accidents, emergencies, strikes, or
the making of repairs or changes which Landlord or Agent, in good faith, deems
necessary or (ii) any other cause beyond Landlord's reasonable control. Further,
it is also understood and agreed that Landlord or Agent shall have no liability
or responsibility for a cessation of services to the Premises or to the Property
that occurs as a result of causes beyond Landlord's or Agent's reasonable
control. No such interruption of service shall be deemed an eviction or
disturbance of Tenant's use and possession of the Premises or any part thereof,
or render Landlord or Agent liable to Tenant for damages, or relieve Tenant from
performance of Tenant's obligations under this Lease, including, but not limited
to, the obligation to pay Rent; provided, however, that if any interruption of
services persists for a period in excess of five (5) consecutive business days
Tenant shall, as Tenant's sole remedy, be entitled to a proportionate abatement
of Rent to the extent, if any, of any actual loss of use of the Premises by
Tenant.

         16.      LANDLORD'S RIGHTS. Landlord, Agent and their respective
agents, employees and representatives shall have the right to enter and/or pass
through the Premises at any time or times upon reasonable prior notice (except
in the event of emergency): (a) to examine and inspect the Premises and to show
them to actual and prospective lenders, prospective purchasers or mortgagees of
the Property or providers of capital to Landlord and its affiliates; and (b) to
make such repairs, alterations, additions and improvements in or to all or any
portion of either or both of the Premises and the Property, or the Property's
facilities and equipment as Landlord is required or desires to make. Landlord
and Agent shall be allowed to take all materials into and upon the Premises that
may be required in connection with any repairs, alterations, additions or
improvements, without any liability to Tenant and without any reduction or
modification of Tenant's covenants and obligations hereunder; provided, however,
that Landlord shall use reasonable efforts to limit interference with Tenant's
business operations and Tenant's occupancy and use of the Premises. During the
period of six months prior to the Expiration Date (or at any time, if Tenant has
vacated or abandoned the Premises or is otherwise in default under this Lease),
Landlord and its agents may exhibit the Premises to prospective tenants.
Additionally, Landlord and Agent shall have the following rights with respect to
the Premises, exercisable without notice to Tenant, without liability to Tenant,
and without being deemed an eviction or disturbance of Tenant's use or
possession of the Premises or giving rise to any claim for setoff or abatement
of Rent: (i) to designate and approve, prior to installation, all types of
signs; (ii) to have pass keys, access cards, or both, to the Premises; and (iii)
to decorate, remodel, repair, alter or otherwise prepare the Premises for
reoccupancy at any time after Tenant vacates or abandons the Premises for more
than 30 consecutive days or without notice to Landlord of Tenant's intention to
reoccupy the Premises.

         17.      NON-LIABILITY AND INDEMNIFICATION.

                  17.1.    NON-LIABILITY. Except as provided in SECTION 17.2.2,
none of Landlord, Agent, any other managing agent, or their respective
affiliates, owners, partners, directors, officers, agents and employees shall be
liable to Tenant for any loss, injury, or damage, to Tenant or to any other
person, or to its or their property, irrespective of the cause of such injury,
damage or loss. Further, except as provided in SECTION 17.2.2, none of Landlord,
Agent, any other managing agent, or their respective affiliates, owners,
partners, directors, officers, agents and employees shall be liable to Tenant
(a) for any damage caused by other tenants or persons in, upon or about the
Property, or caused by operations in construction of any public or quasi-public
work; (b) with respect to matters for which Landlord is liable, for
consequential or indirect damages purportedly arising out of any loss of use of
the Premises or any equipment or facilities therein by Tenant or any person
claiming through or under Tenant; (c) any defect in the Premises or the
Property; (d) injury or damage to person or property caused by fire, or theft,
or resulting from the operation of heating or air conditioning or lighting
apparatus, or from falling plaster, or from steam, gas, electricity, water,
rain, snow, ice, or dampness, that may leak or flow from any part of the
Property, or from the pipes, appliances or plumbing work of the same.

                  17.2.    INDEMNIFICATION.

                           17.2.1.  TENANT INDEMNIFICATION. Tenant hereby
indemnifies, defends, and holds Landlord, Agent and their respective affiliates,
owners, partners, directors, officers, agents and employees (collectively,
"LANDLORD INDEMNIFIED PARTIES") harmless from and against any and all Losses
(defined below) arising from or in connection with any or all of: (a) the
conduct or management of either or both the Property and the Premises or any
business therein, or any work or Alterations done, or any condition created by
any or all of Tenant and Tenant's Parties in or about the Premises during the
Term or during the period of time, if any, prior to the Commencement Date that
Tenant is given access to the Premises; (b) any act, omission or negligence of
any or all of Tenant and Tenant's Parties; (c) any accident, injury or damage
whatsoever (unless caused by Landlord's negligence) occurring in, at or upon
either or both of the Property and the Premises and caused by any or all of
Tenant and Tenant's Parties; (d) any breach by Tenant of any of its warranties
and representations under this Lease; (e) any actions necessary to protect
Landlord's interest under this Lease in a bankruptcy proceeding or other
proceeding under the Bankruptcy Code; (f) any violation or alleged violation by
any or all of Tenant and Tenant's Parties of any Law including, without
limitation, any Environmental Law; (g) any breach of the provisions of SECTION 9
by any or all of Tenant and Tenant's Parties; (h) claims for work or labor
performed or materials supplies

                                       9


furnished to or at the request of any or all of Tenant and Tenant's Parties; (i)
claims arising from any breach or default on the part of Tenant in the
performance of any covenant contained in this Lease; (j) any Hazardous Materials
used, exposed, emitted, released, discharged, generated, manufactured, sold,
transported, handled, stored, treated, reused, presented, disposed of or
recycled in, at, near or under all or any portion of the Premises as a result of
the acts or omissions of any or all of Tenant and Tenant's Parties; and (k) the
violation of any Environmental Law or any permit, application or consent
required in connection with any Environmental Law by any or all of Tenant and
Tenant's Parties with respect to the Premises during the Term, excluding,
however, any violation of any Environmental Law resulting directly from the acts
or omissions of Landlord and Landlord's employees, agents and contractors
(collectively, "TENANT'S INDEMNIFIED MATTERS"). In case any action or proceeding
is brought against any or all of Landlord and the Landlord Indemnified Parties
by reason of any of Tenant's Indemnified Matters, Tenant, upon notice from any
or all of Landlord, Agent or any Superior Party (defined below), shall resist
and defend such action or proceeding by counsel reasonably satisfactory to, or
selected by, Landlord. The term "LOSSES" shall mean all claims, demands,
expenses, actions, judgments, damages (actual, but not consequential),
penalties, fines, liabilities, losses of every kind and nature (including,
without limitation, property damage, diminution in value of Landlord's interest
in the Premises or the Property, damages for the loss or restriction on use of
any space or amenity within the Premises or the Property, damages arising from
any adverse impact on marketing space in the Property, sums paid in settlement
of claims and any costs and expenses associated with injury, illness or death to
or of any person), suits, administrative proceedings, costs and fees, including,
without limitation, attorneys' and consultants' reasonable fees and expenses,
and the costs of cleanup, remediation, removal and restoration, that are in any
way related to any matter covered by the foregoing indemnity. The provisions of
this SECTION 17.2.1 shall survive the expiration or termination of this Lease.

                           17.2.2.  LANDLORD INDEMNIFICATION. Landlord hereby
indemnifies, defends and holds Tenant harmless from and against any and all
Losses actually suffered or incurred by Tenant as the sole and direct result of
any negligent, willful or intentional acts or omissions of any or all of
Landlord, Agent and any parties within the direct and sole control of either or
both of Landlord and Agent. In the event that any action or proceeding is
brought against Tenant, and the foregoing indemnity is applicable to such action
or proceeding, then Landlord, upon notice from Tenant, shall resist and defend
such action or proceeding by counsel reasonably satisfactory to Tenant.
Notwithstanding anything to the contrary set forth in this Lease, however, in
all events and under all circumstances, the liability of Landlord to Tenant
shall be limited to the interest of Landlord in the Property, and Tenant agrees
to look solely to Landlord's interest in the Property for the recovery of any
judgment or award against Landlord, it being intended that Landlord shall not be
personally liable for any judgment or deficiency. The provisions of this SECTION
17.2.2 shall survive the expiration or termination of this Lease.

                  17.3.    FORCE MAJEURE. The obligations of Tenant hereunder
shall not be affected, impaired or excused, and Landlord shall have no liability
whatsoever to Tenant, with respect to any act, event or circumstance arising out
of (a) Landlord's failure to fulfill, or delay in fulfilling any of its
obligations under this Lease by reason of labor dispute, governmental preemption
of property in connection with a public emergency or shortages of fuel,
supplies, or labor, or any other cause, whether similar or dissimilar, beyond
Landlord's reasonable control; or (b) any failure or defect in the supply,
quantity or character of utilities furnished to the Premises, or by reason of
any requirement, act or omission of any public utility or others serving the
Property, beyond Landlord's reasonable control.

         18.      DAMAGE OR DESTRUCTION.

                  18.1.    NOTIFICATION AND REPAIR. Tenant shall give prompt
notice to Landlord and Agent of (a) any fire or other casualty to the Premises
or the Property, and (b) any damage to, or defect in, any part or appurtenance
of the Property's sanitary, electrical, HVAC, elevator or other systems located
in or passing through the Premises or any part thereof. Tenant shall be liable
for any claim, loss, damage, cost or expense resulting from Tenant's failure to
give Landlord the foregoing notice in a timely manner. Subject to the provisions
of SECTION 18.3 below, if either or both of the Property and the Premises is
damaged by fire or other insured CASUALTY, Landlord shall repair (or cause Agent
to repair) the damage and restore and rebuild the Property and/or the Premises
(except for Tenant's Property) with reasonable dispatch after (x) notice to it
of the damage or destruction and (y) the adjustment of the insurance proceeds
attributable to such damage. Subject to the provisions of SECTION 18.3 below,
Tenant shall not be entitled to terminate this Lease and no damages,
compensation or claim shall be payable by Landlord for purported inconvenience,
loss of business or annoyance arising from any repair or restoration of any
portion of the Premises or of the Property pursuant to this Section. Landlord
(or Agent, as the case may be) shall use its diligent, good faith efforts to
make such repair or restoration promptly and in such manner as not to
unreasonably interfere with Tenant's use and occupancy of the Premises, but
Landlord or Agent shall not be required to do such repair or restoration work
except during normal business hours of business days.

                  18.2.    RENTAL ABATEMENT. Provided that any damage to either
or both of the Property and the Premises is not caused by, or is not the result
of acts or omissions by, any or all of Tenant and Tenant's Parties, if (a) the
Property is damaged by fire or other casualty thereby causing the Premises to be
inaccessible or (b) the Premises are partially damaged by fire or other
casualty, the Rent shall be proportionally abated to the extent of any actual
loss of use of the Premises by Tenant.

                  18.3.    TOTAL DESTRUCTION. If the Property or the Premises
shall be totally destroyed by fire or other casualty, or if the Property shall
be so damaged by fire or other casualty that (in the reasonable opinion of a
reputable contractor or architect designated by Landlord): (i) its repair or
restoration requires more than 180 days or (ii) such repair or restoration
requires the expenditure of more than 50% of the full insurable value of the
Property immediately prior to the casualty or (iii) the damage (x) is less than
the amount stated in (ii) above, but more than 10% of the full insurable value
of the Property; and (y) occurs during the last year of the then current Lease
Term, Landlord and Tenant shall each have the option to terminate this Lease (by
so advising the other, in writing) within

                                       10


10 days after said contractor or architect delivers written notice of its
opinion to Landlord and Tenant, but in all events prior to the commencement of
any restoration of the Premises or the Property by Landlord. In such event, the
termination shall be effective as of the date upon which either Landlord or
Tenant, as the case may be, receives timely written notice from the other
terminating this Lease pursuant to the preceding sentence. If neither Landlord
nor Tenant timely delivers a termination notice, this Lease shall remain in full
force and effect. Notwithstanding the foregoing, if (A) any holder of a mortgage
or deed of trust encumbering the Property or landlord pursuant to a ground lease
encumbering the Property (collectively, "SUPERIOR PARTIES") or other party
entitled to the insurance proceeds fails to make such proceeds available to
Landlord in an amount sufficient for restoration of the Premises or the
Property, or (B) the issuer of any casualty insurance policies on the Property
fails to make available to Landlord sufficient proceeds for restoration of the
Premises or the Property, then Landlord may, at Landlord's sole option,
terminate this Lease by giving Tenant written notice to such effect within 30
days after Landlord receives notice from the Superior Party or insurance
company, as the case may be, that such proceeds shall not be made available, in
which event the termination of this Lease shall be effective as of the date
Tenant receives written notice from Landlord of Landlord's election to terminate
this Lease. Landlord shall have no liability to Tenant, and Tenant shall not be
entitled to terminate this Lease by virtue of any delays in completion of
repairs and restoration. For purposes of this SECTION 18.3 only, "FULL INSURABLE
VALUE" shall mean replacement cost, less the cost of footings, foundations and
other structures below grade.

                  18.4.    INSURANCE PROCEEDS. Landlord shall not be obligated
to expend in repairs and restoration an amount in excess of the proceeds of
insurance recovered with respect to any casualty. Tenant acknowledges that
Landlord shall be entitled to the full proceeds of any insurance coverage,
whether carried by Landlord or Tenant, for damage to either or both of the
Premises and the Property (excluding any proceeds for damage to Tenant's
Property). In the event that either or both of the Premises and the Property are
not repaired or reconstructed, all proceeds of insurance (excluding any proceeds
covering Tenant's Property), whether carried by Landlord or Tenant, shall be
payable to Landlord. Landlord's duty to repair the Premises and the Property
(excluding Tenant's Property) is limited to repairing the Premises to the
condition existing immediately prior to such fire or other casualty.

         19.      EMINENT DOMAIN. If the whole, or any substantial (as
reasonably determined by Landlord) portion, of the Property is taken or
condemned for any public use under any Law or by right of eminent domain, or by
private purchase in lieu thereof, and such taking would prevent or materially
interfere with the Permitted Use of the Premises, this Lease shall terminate
effective when the physical taking of said Premises occurs. If less than a
substantial portion of the Property is so taken or condemned, or if the taking
or condemnation is temporary (regardless of the portion of the Property
affected), this Lease shall not terminate, but the Rent payable hereunder shall
be proportionally abated to the extent of any actual loss of use of the Premises
by Tenant. Landlord shall be entitled to any and all payment, income, rent or
award, or any interest therein whatsoever, which may be paid or made in
connection with such a taking or conveyance, and Tenant shall have no claim
against Landlord for the value of any unexpired portion of this Lease.
Notwithstanding the foregoing, any compensation specifically and independently
awarded to Tenant for loss of business or goodwill, or for its personal
property, shall be the property of Tenant.

         20.      SURRENDER AND HOLDOVER. On the last day of the Term, or upon
any earlier termination of this Lease, or upon any re-entry by Landlord upon the
Premises, (a) Tenant shall quit and surrender the Premises to Landlord
"broom-clean" and in good order, condition and repair (as defined by EXHIBIT C,
attached hereto and incorporated herein by reference), except for ordinary wear
and tear and such damage or destruction as Landlord is required to repair or
restore under this Lease, (b) Tenant shall remove all of Tenant's Property
therefrom, except as otherwise expressly provided in this Lease, and (c) Tenant
shall surrender to Landlord any and all keys, access cards, computer codes or
any other items used to access the Premises. Landlord shall be permitted to
inspect the Premises in order to verify compliance with this SECTION 20 at any
time prior to (x) the Expiration Date, (y) the effective date of any earlier
termination of this Lease, or (z) the surrender date otherwise agreed to in
writing by Landlord and Tenant. The obligations imposed under the first sentence
of this SECTION 20 shall survive the termination or expiration of this Lease. If
any repairs are required to be performed in, to or at the Premises (pursuant to
the first sentence of this SECTION 20 or any other applicable provision of this
Lease) upon the expiration or termination of the Term, Tenant shall cause such
repairs to be performed, to Landlord's reasonable satisfaction, within 10
business days after the date on which this Lease is terminated or expired. If
Tenant fails to timely comply with the preceding sentence, then Landlord shall
have the right to cause the repairs to be performed, at Tenant's expense, and
all such expenses so incurred by Landlord shall bear interest (at the rate
specified in the second sentence of SECTION 22.3) from the date the expense is
incurred until the date paid, in full, by Tenant (inclusive of interest). If
Tenant remains in possession after the Expiration Date hereof or after any
earlier termination date of this Lease or of Tenant's right to possession: (i)
Tenant shall be deemed a tenant-at-will; (ii) Tenant shall pay 150% of the
aggregate of the Base Rent and Additional Rent last prevailing hereunder, and
also shall pay all actual damages sustained by Landlord, directly by reason of
Tenant's remaining in possession after the expiration or termination of this
Lease; (iii) there shall be no renewal or extension of this Lease by operation
of law; and (iv) the tenancy-at-will may be terminated by either party hereto
upon 30 days' prior written notice given by the terminating party to the
non-terminating party. The provisions of this SECTION 20 shall not constitute a
waiver by Landlord of any re-entry rights of Landlord provided hereunder or by
law.

         21.      EVENTS OF DEFAULT.

                  21.1.    BANKRUPTCY OF TENANT It shall be a default by Tenant
under this Lease if Tenant makes an assignment for the benefit of creditors, or
files a voluntary petition under any state or federal bankruptcy or insolvency
law, or an involuntary petition alleging an act of bankruptcy or insolvency is
filed against Tenant under any state or federal bankruptcy or insolvency law
that is not dismissed within 90 days, or whenever a petition is filed by or
against (to the extent not dismissed within 90 days) Tenant under the
reorganization provisions of the United States Bankruptcy Code or under the
provisions of any state or federal law of like import, or whenever a petition

                                       11


shall be filed by Tenant under the arrangement provisions of the United States
Bankruptcy Code or similar state or federal law, or whenever a receiver of
Tenant, or of, or for, the property of Tenant shall be appointed, or Tenant
admits it is insolvent or is not able to pay its debts as they mature.

                  21.2.    DEFAULT PROVISIONS. Each of the following shall
constitute a default by Tenant under this Lease: (a) if Tenant fails to pay Rent
or any other payment when due hereunder within five days after written notice
from Landlord of such failure to pay on the due date; provided, however, that if
in any consecutive 12 month period, Tenant shall, on two (2) separate occasions,
fail to pay any installment of Rent on the date such installment of Rent is due,
then, on the third such occasion and on each occasion thereafter on which Tenant
shall fail to pay an installment of Rent on the date such installment of Rent is
due, Landlord shall be relieved from any obligation to provide notice to Tenant,
and Tenant shall then no longer have a five day period in which to cure any such
failure; or (b) if Tenant fails, whether by action or inaction, to timely comply
with, or satisfy, any or all of the obligations imposed on Tenant under this
Lease (other than the obligation to pay Rent) for a period of 30 days after
Landlord's delivery to Tenant of written notice of such default under this
SECTION 21.2(b); provided, however, that if the default cannot, by its nature,
be cured within such 30 day period, but Tenant commences and diligently pursues
a cure of such default promptly within the initial 30 day cure period, then
Landlord shall not exercise its remedies under SECTION 22 unless such default
remains uncured for more than 60 days after the initial delivery of Landlord's
original default notice; or (c) Tenant vacates or abandons the Premises during
the Term.

         22.      RIGHTS AND REMEDIES.

                  22.1.    LANDLORD'S CURE RIGHTS UPON DEFAULT OF TENANT. If
Tenant defaults in the performance of any of its obligations under this Lease,
and fails to cure such default on a timely basis (pursuant to SECTION 21.2),
Landlord, without thereby waiving such default, may (but shall not be obligated
to) perform the same for the account, and at the expense of, Tenant.

                  22.2.    LANDLORD'S REMEDIES. In the event of any default by
Tenant under this Lease, Landlord, at its option, and after any applicable
notice and cure period (as required pursuant to SECTION 21.2), but without
additional notice or demand from Landlord, if any, as provided in SECTION 21.2
has expired, may, in addition to all other rights and remedies provided in this
Lease, or otherwise at law or in equity: (a) terminate this Lease and Tenant's
right of possession of the Premises; or (b) terminate Tenant's right of
possession of the Premises without terminating this Lease; provided, however,
that Landlord may, whether Landlord elects to proceed under Subsections (a) or
(b) above, relet the Premises, or any part thereof for the account of Tenant,
for such rent and term and upon such terms and conditions as are acceptable to
Landlord. In addition, for purposes of any reletting, Landlord is authorized to
decorate, repair, alter and improve the Premises to the extent deemed necessary
by Landlord, in its sole discretion. In the event of the termination of this
Lease by Landlord pursuant to (a) above, Landlord shall be entitled to recover
from Tenant (i) all damages and other sums that Landlord is entitled to recover
under any provision of this Lease or at law or in equity, including, but not
limited to, all fixed dollar amounts of Base Rent and Additional Rent accrued
and unpaid for the period up to and including such termination date; (ii) all
other additional sums payable by Tenant, or for which Tenant is liable, or in
respect of which Tenant has agreed to indemnify Landlord, under any of the
provisions of this Lease, that may be then owing and unpaid; (iii) all costs and
expenses (including, without limitation, court costs and attorneys' reasonable
fees) incurred by Landlord in the enforcement of its rights and remedies under
this Lease; and (iv) any damages provable by Landlord as a matter of law
including, without limitation, an amount equal to the positive difference, if
any, between (x) the discounted present value (at 6% per annum) of the Base Rent
provided to be paid for the remainder of the Term (measured from the effective
termination date of this Lease) and (y) the fair market rental value of the
Leased Premises (determined at the date of termination of this Lease) after
deduction (from such fair market rental value) of the projected costs and
expenses of reletting the Premises (including the anticipated costs of repairs,
alterations, improvements, additions, legal fees and brokerage commissions) as
reasonably estimated by Landlord. If Landlord elects to pursue its rights and
remedies under Subsection (b) above, and the Premises are relet and a sufficient
sum is not realized therefrom, then to satisfy the payment, when due, of Base
Rent and Additional Rent reserved under the Lease for any monthly period (after
payment of all Landlord's reasonable expenses of reletting), Tenant shall, in
Landlord's sole judgment, either (i) pay any such deficiency monthly or (ii) pay
such deficiency on an accelerated basis, which accelerated deficiency shall be
discounted at a rate of 6% per annum. If Landlord elects to pursue its rights
and remedies under Subsection (b) above, and Landlord fails to relet the
Premises, then Tenant shall pay to Landlord the sum of (x) the projected costs
of Landlord's expenses of reletting (including the anticipated costs of repairs,
alterations, improvements, additions, legal fees and brokerage commissions) as
reasonably estimated by Landlord and (y) the accelerated amount of Base Rent and
Additional Rent due under the Lease for the balance of the Term, discounted to
present value at a rate of 6% per annum. Tenant agrees that Landlord may file
suit to recover any sums due to Landlord hereunder from time to time and that
such suit or recovery of any amount due Landlord hereunder shall not be any
defense to any subsequent action brought for any amount not theretofore reduced
to judgment in favor of Landlord. If Landlord elects to pursue its rights and
remedies under Subsection (b), then Landlord shall at any time have the further
right and remedy to rescind such election and pursue its rights and remedies
under Subsection (a). In the event Landlord elects, pursuant to clause (b) of
this SECTION 22.2, to terminate Tenant's right of possession only, without
terminating this Lease, Landlord may, at Landlord's option, enter into the
Premises, remove Tenant's Property, Tenant's signs and other evidences of
tenancy, and take and hold possession thereof, as provided in SECTION 20 hereof;
provided, however, that such entry and possession shall not terminate this Lease
or release Tenant, in whole or in part, from Tenant's obligation to pay the Base
Rent and Additional Rent reserved hereunder for the full Term, or from any other
obligation of Tenant under this Lease. Any and all property that may be removed
from the Premises by Landlord pursuant to the authority of the Lease or of law,
to which Tenant is or may be entitled, may be handled, removed or stored by
Landlord at the sole risk, cost and expense of Tenant, and in no event or
circumstance shall Landlord be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in Landlord's possession or under Landlord's
control.

                                       12


Any such property of Tenant not retaken from storage by Tenant within 30 days
after the end of the Term, however terminated, shall be conclusively presumed to
have been conveyed by Tenant to Landlord under this Lease as in a bill of sale,
without further payment or credit by Landlord to Tenant.

                  22.3.    ADDITIONAL RIGHTS OF LANDLORD. Any and all costs,
expenses and disbursements, of any kind or nature, incurred by Landlord or Agent
in connection with the enforcement of any and all of the terms and provisions of
this Lease, including attorneys' reasonable fees (through all appellate
proceedings), shall be due and payable (as Additional Rent) upon Landlord's
submission of an invoice therefor. All sums advanced by Landlord or Agent on
account of Tenant under this Section, or pursuant to any other provision of this
Lease, and all Base Rent and Additional Rent, if delinquent or not paid by
Tenant and received by Landlord when due hereunder, shall bear interest at the
rate of 5% per annum above the "prime" or "reference" or "base" rate (on a per
annum basis) of interest publicly announced as such, from time to time, by the
Bank One, or its successor ("DEFAULT INTEREST"), from the due date thereof until
paid, and such interest shall be and constitute Additional Rent and be due and
payable upon Landlord's or Agent's submission of an invoice therefor. The
various rights, remedies and elections of Landlord reserved, expressed or
contained herein are cumulative and no one of them shall be deemed to be
exclusive of the others or of such other rights, remedies, options or elections
as are now or may hereafter be conferred upon Landlord by law.

                  22.4.    EVENT OF BANKRUPTCY. In addition to, and in no way
limiting the other remedies set forth herein, Landlord and Tenant agree that if
Tenant ever becomes the subject of a voluntary or involuntary bankruptcy,
reorganization, composition, or other similar type proceeding under the federal
bankruptcy laws, as now enacted or hereinafter amended, then: (a) "adequate
assurance of future performance" by Tenant pursuant to Bankruptcy Code Section
365 will include (but not be limited to) payment of an additional/new security
deposit in the amount of three times the then current Base Rent payable
hereunder; (b) any person or entity to which this Lease is assigned, pursuant to
the provisions of the Bankruptcy Code, shall be deemed, without further act or
deed, to have assumed all of the obligations of Tenant arising under this Lease
on and after the effective date of such assignment, and any such assignee shall,
upon demand by Landlord, execute and deliver to Landlord an instrument
confirming such assumption of liability; (c) notwithstanding anything in this
Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord
under this Lease, whether or not expressly denominated as "Rent", shall
constitute "rent" for the purposes of Section 502(b)(6) of the Bankruptcy Code;
and (d) if this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code, any and all monies or other considerations
payable or otherwise to be delivered to Landlord or Agent (including Base Rent,
Additional Rent and other amounts hereunder), shall be and remain the exclusive
property of Landlord and shall not constitute property of Tenant or of the
bankruptcy estate of Tenant. Any and all monies or other considerations
constituting Landlord's property under the preceding sentence not paid or
delivered to Landlord or Agent shall be held in trust by Tenant or Tenant's
bankruptcy estate for the benefit of Landlord and shall be promptly paid to or
turned over to Landlord.

         23.      BROKER. Tenant covenants, warrants and represents that the
broker set forth in SECTION 1.9(A) was the only broker to represent Tenant in
the negotiation of this Lease ("TENANT'S BROKER"). Landlord covenants, warrants
and represents that the broker set forth in SECTION 1.9(B) was the only broker
to represent Landlord in the negotiation of this Lease ("LANDLORD'S BROKER").
Landlord shall be solely responsible for paying the commission of Landlord's
Broker. Each party agrees to and hereby does defend, indemnify and hold the
other harmless against and from any brokerage commissions or finder's fees or
claims therefor by a party claiming to have dealt with the indemnifying party
and all costs, expenses and liabilities in connection therewith, including,
without limitation, reasonable attorneys' fees and expenses, for any breach of
the foregoing. The foregoing indemnification shall survive the termination or
expiration of this Lease.

         24.      MISCELLANEOUS.

                  24.1.    MERGER. All prior understandings and agreements
between the parties are merged in this Lease, which alone fully and completely
expresses the agreement of the parties. No agreement shall be effective to
modify this Lease, in whole or in part, unless such agreement is in writing, and
is signed by the party against whom enforcement of said change or modification
is sought.

                  24.2.    NOTICES. Any notice required to be given by either
party pursuant to this Lease, shall be in writing and shall be deemed to have
been properly given, rendered or made only if personally delivered, or if sent
by Federal Express or other comparable commercial overnight delivery service,
addressed to the other party at the addresses set forth below (or to such other
address as Landlord or Tenant may designate to each other from time to time by
written notice), and shall be deemed to have been given, rendered or made on the
day so delivered or on the first business day after having been deposited with
the courier service:

         If to Landlord:   First Industrial, L.P.
                           311 South Wacker Drive, Suite 4000
                           Chicago, Illinois  60606
                           Attn: Executive Vice President - Operations

         With a copy to:   First Industrial Realty Trust, Inc.
                           1968 Innerbelt Business Center Drive
                           St. Louis, Missouri 63114
                           Attn:  William H. Stockmann

                                       13


         With a copy to:   Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC
                           333 West Wacker Drive
                           Suite 2700
                           Chicago, Illinois  60606
                           Attn:  Suzanne Bessette-Smith

         If to Tenant:     Build-A-Bear Retail Management, Inc.
                           1954 Innerbelt Business Center Drive
                           St. Louis, Missouri 63114
                           Attn: Ms. Tina Klocke, Chief Financial Bear

                  24.3.    NON-WAIVER. The failure of either party to insist, in
any one or more instances, upon the strict performance of any one or more of the
obligations of this Lease, or to exercise any election herein contained, shall
not be construed as a waiver or relinquishment for the future of the performance
of such one or more obligations of this Lease or of the right to exercise such
election, but the Lease shall continue and remain in full force and effect with
respect to any subsequent breach, act or omission. The receipt and acceptance by
Landlord or Agent of Base Rent or Additional Rent with knowledge of breach by
Tenant of any obligation of this Lease shall not be deemed a waiver of such
breach.

                  24.4.    LEGAL COSTS. Any party in breach or default under
this Lease (the "DEFAULTING PARTY") shall reimburse the other party (the
"NONDEFAULTING PARTY") upon demand for any legal fees and court (or other
administrative proceeding) costs or expenses that the Nondefaulting Party incurs
in connection with the breach or default, regardless whether suit is commenced
or judgment entered. Such costs shall include legal fees and costs incurred for
the negotiation of a settlement, enforcement of rights or otherwise.
Furthermore, in the event of litigation, the court in such action shall award to
the party in whose favor a judgment is entered a reasonable sum as attorneys'
fees and costs, which sum shall be paid by the losing party. Tenant shall pay
Landlord's attorneys' reasonable fees incurred in connection with Tenant's
request for Landlord's consent under provisions of this Lease governing
assignment and subletting, or in connection with any other act which Tenant
proposes to do and which requires Landlord's consent.

                  24.5.    PARTIES BOUND. Except as otherwise expressly provided
for in this Lease, this Lease shall be binding upon, and inure to the benefit
of, the successors and assignees of the parties hereto. Tenant hereby releases
Landlord named herein from any obligations of Landlord for any period subsequent
to the conveyance and transfer of Landlord's ownership interest in the Property.
In the event of such conveyance and transfer, Landlord's obligations shall
thereafter be binding upon each transferee (whether Successor Landlord or
otherwise). No obligation of Landlord shall arise under this Lease until the
instrument is signed by, and delivered to, both Landlord and Tenant.

                  24.6.    RECORDATION OF LEASE. Tenant shall not record or file
this Lease (or any memorandum hereof) in the public records of any county or
state.

                  24.7.    SURVIVAL OF OBLIGATIONS. Upon the expiration or other
termination of this Lease, neither party shall have any further obligation nor
liability to the other except as otherwise expressly provided in this Lease and
except for such obligations as, by their nature or under the circumstances, can
only be, or by the provisions of this Lease, may be performed after such
expiration or other termination.

                  24.8.    GOVERNING LAW; CONSTRUCTION. This Lease shall be
governed by and construed in accordance with the laws of the state in which the
Property is located. If any provision of this Lease shall be invalid or
unenforceable, the remainder of this Lease shall not be affected but shall be
enforced to the extent permitted by law. The captions, headings and titles in
this Lease are solely for convenience of reference and shall not affect its
interpretation. This Lease shall be construed without regard to any presumption
or other rule requiring construction against the party causing this Lease to be
drafted. Each covenant, agreement, obligation, or other provision of this Lease
to be performed by Tenant, shall be construed as a separate and independent
covenant of Tenant, not dependent on any other provision of this Lease. All
terms and words used in this Lease, regardless of the number or gender in which
they are used, shall be deemed to include any other number and any other gender
as the context may require. This Lease may be executed in counterpart and, when
all counterpart documents are executed, the counterparts shall constitute a
single binding instrument.

                  24.9.    TIME. Time is of the essence for this Lease. If the
time for performance hereunder falls on a Saturday, Sunday or a day that is
recognized as a holiday in the state in which the Property is located, then such
time shall be deemed extended to the next day that is not a Saturday, Sunday or
holiday in said state.

                  24.10.   AUTHORITY OF TENANT. If Tenant is a corporation,
partnership, limited liability company, association or any other entity, it
shall deliver to Landlord, concurrently with the delivery to Landlord of an
executed Lease, certified resolutions of Tenant's directors or other governing
person or body (i) authorizing execution and delivery of this Lease and the
performance by Tenant of its obligations hereunder and (ii) certifying the
authority of the party executing the Lease as having been duly authorized to do
so.

                  24.11.   WAIVER OF TRIAL BY JURY. THE LANDLORD AND THE TENANT,
TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL BY JURY
IN ANY ACTION OR PROCEEDING BROUGHT BY ANY PARTY TO THIS LEASE WITH RESPECT TO
THIS LEASE, THE PREMISES, OR ANY OTHER MATTER RELATED TO THIS LEASE OR THE
PREMISES.

                                       14


                  24.12.   FINANCIAL INFORMATION. From time to time during the
Term, but not more than once in any calendar year, Tenant shall deliver to
Landlord information and documentation describing and concerning Tenant's
financial condition, and in form and substance reasonably acceptable to
Landlord, within ten (10) days following Landlord's written request therefor.

                  24.13.   CONFIDENTIAL INFORMATION. Tenant agrees to maintain
in strict confidence the economic terms of this Lease and any or all other
materials, data and information delivered to or received by any or all of Tenant
and Tenants' Parties either prior to or during the Term in connection with the
negotiation and execution hereof. The provisions of this SECTION 24.13 shall
survive the termination of this Lease.

                  24.14.   SUBMISSION OF LEASE. Submission of this Lease to
Tenant for signature does not constitute a reservation of space or an option to
lease. This Lease is not effective until execution by and delivery to both
Landlord and Tenant.

                  24.15.   JOINT AND SEVERAL LIABILITY. All parties signing this
Lease as Tenant shall be jointly and severally liable for all obligations of
Tenant hereunder.

                  24.16.   RIDERS. All Riders and Exhibits attached hereto and
executed (or initialed) both by Landlord and Tenant shall be deemed to be a part
hereof and hereby incorporated herein.

                           [Signature Page to Follow]

                                       15


         IN WITNESS  WHEREOF,  Landlord and Tenant have duly executed this Lease
as of the day and year first above written.

                           LANDLORD:

                           First Industrial, L.P., a Delaware Limited
                           Partnership

                           By: First Industrial Realty Trust, Inc., a Maryland
                           corporation

                           Its: General Partner

                           By:_________________________________________________

                           Its:________________________________________________

                           TENANT:

                           Build-A-Bear Retail Management, Inc.,
                           a Delaware corporation

                           By:__________________________________________________

                           Its:_________________________________________________

                                       S-1


                                    EXHIBIT A

                                    PROPERTY

APPROPRIATE SITE DESCRIPTION TO BE ATTACHED

                                       A-1


                                 LEASE EXHIBIT B

                       LANDLORD'S REPAIRS AND IMPROVEMENTS

Landlord and Tenant acknowledge that the Premises will be leased in it current
"AS IS, WHERE IS" condition. All improvements shall be the responsibility of
Build A Bear Workshop, Inc., subject to written approval of Landlord, such
approval will not be unreasonable delayed or withheld.

                                       B-1


                                 LEASE EXHIBIT C

                  BROOM CLEAN CONDITION AND REPAIR REQUIREMENTS

- -        All walls must be clean and free of holes.

- -        Overhead door must be free of any broken panels, cracked lumber or
         dented panels. The overhead door springs, rollers, tracks, motorized
         door operator, and all other items pertaining to the overhead door must
         also be in good working condition.

- -        HVAC system must be in good working order. Filters must be changed, and
         all thermostats must be in working order. Tenant must supply Landlord
         with maintenance records.

- -        All floors (warehouse and office) must be clean and free of excessive
         dust, dirt, grease, oil and stains.

- -        Drop grid ceiling must be free of excessive dust from lack of changing
         filters. (No ceiling tiles may be missing or damaged.)

- -        All trash must be removed from both inside and outside of the Building.

- -        All lightbulbs and ballasts must be working.

- -        All signs in front of Building and on glass entry door and rear door
         must be removed.

- -        Hot water heater must work.

- -        All plumbing fixtures, equipment and drains must be clean and in
         working order.

- -        Windows must be clean.

- -        All mechanical and electrical systems must be in good working
         condition.

                                       C-1


                                 LEASE EXHIBIT D

                            TENANT OPERATIONS INQUIRY

Tenant Name: Build A Bear Retail Management, Inc.

Tenant SIC Code/Description:____________________

Property Address: 1908 - 2000 Innerbelt Business Center Drive, St. Louis,
Missouri 63114

Property Number/Region: 12627A/Central Region/St. Louis


      

1.       Name of Company (if different from above) ______________________________________

2.       Address (local): 1954 Innerbelt Business Center Drive, St. Louis, Missouri 63114

         Phone (local):  314-423-8000

3.       Address (corporate):  Same

          Phone (corporate): Same

4.       What is your business (brief description):_______________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________

5.       What operations will you maintain at the proposed facility?   ___________________
__________________________________________________________________________________________
__________________________________________________________________________________________
_________

6.       Has your business received any Notices of Violation of environmental
         laws from municipal or state agencies regarding operations at your
         current facility? If so, explain:________________________________________________
         _________________________________________________________________________________
         __________________

7.       Describe any assembly, manufacturing, machining, painting, printing or
         mechanical repair activities that will be part of your business
         operations at the proposed facility:_____________________________________________
         _________________________________________________________________________________
         _________________________________________________________________________________
         ___________________________

8.       Will your employees operate electrical equipment that contains PCB's?      YES          NO

9.       Will your business operate one or more Underground Storage Tanks (UST's) at the proposed facility?

                                                                                            YES          NO

10.      Will your business operate one or more Aboveground Storage Tanks (AST's) at the proposed facility?

                                                                                            YES          NO

11.      TENANT CHEMICAL INVENTORY AT PROPOSED FACILITY - (make additional copies, if required).
You may exclude small quantities of toner and other office supplies)




         Chemicals            What will be the           What will be the
      (by name where       average quantity on the    maximum quantity on the     What will be the annual     How will the chemical
        available)            proposed premises?         proposed premises?           quantity used?                 be stored?
     ----------------      -----------------------    -----------------------     -----------------------     ---------------------
                                                                                                  


                                       C-2



                                                                                                  
- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------

- ---------------------      -----------------------    -----------------------     -----------------------     ---------------------


Storage Methods (use all that apply): A) 55 gallon drum; B) 20 gallon drum;
C)2-5 gallon pallet/container; D) bulk dry packages; E) cartoned small
containers (less than 2 gallons or 10 pounds) on pallets; F) on floor; G) on
racks; H)Underground Storage Tank (UST); I) Above Ground Storage Tank (AST); J)
other(please describe).

12.      Describe any pollution control equipment that will be used at the
         proposed facility (example: paint spray booth, fume hood, waste water
         treatment).____________________________________________________________
         _______________________________________________________________________


                                       C-3


         _______________________________________________________________________
         _______________________________________________________________________


                                                           
13.      Will your operations             How will the              How will the wastes
         generate any chemical            chemical wastes           be disposed?
         wastes that require              be stored on-site?        (example: recycled,
         special disposal?                                          landfilled, incinerated)
         (example:  waste oil,
         waste solvent)

         __________________________       _______________________   ________________________

         __________________________       _______________________   ________________________

         __________________________       _______________________   ________________________

         __________________________       _______________________   ________________________

         __________________________       _______________________   ________________________



      
14.      Does your business have an EPA Hazardous Waste Generator ID Number?            YES
         NO

15.      What spill prevention and containment measures will be in place for the

chemicals and wastes stored at the proposed facility? (describe briefly)____________________
____________________________________________________________________________________________
____________________________________________________________________________________________

16.      Does your business have an Emergency Response or Contingency Plan in place in the event of a
         chemical  incident (please provide a copy)             YES             NO

17.      Does your business have any type of Hazardous Materials training
         program for your employees? (describe briefly):____________________________________
         ___________________________________________________________________________________
         ___________________________________________________________________________________

18.      Do you have copies of all Material Safety Data Sheets (MSDS) at your facility for the chemicals
         listed in question #7?(Please provide copies):         YES             NO

19.      Does your business carry environmental insurance coverage in the event of a chemical incident?
                                                                YES             NO

20.      Will you be required to make filings and notices or obtain permits as
         required by Federal and/or State regulations for the operations at the
         proposed facility? Specifically:

                  a. SARA Title III Section 312 (Tier II) reports                                YES      NO
                           (> 10,000lbs. of hazardous materials STORED at any one time)
                  b. SARA Title III Section 313 (Tier III) Form R reports                        YES      NO
                           (> 10,000lbs. of hazardous materials USED per year)
                  c. NPDES or SPDES Stormwater Discharge permit                                  YES      NO
                           (answer "No" if "No-Exposure Certification" filed)


                                       C-4



      

21.   This form was  prepared  by the  undersigned  as a complete  and correct
      description  of Tenant's  proposed  operations at the location noted, and
      the Landlord may rely on this information.



____________________________________                  _________________________
Signature                                                    Print Name

____________________________________
Date

                                       C-5


                                      RIDER

            ATTACHED TO AND MADE PART OF LEASE DATED ________________

                  BETWEEN FIRST INDUSTRIAL, L. P., AS LANDLORD

                                       AND

                 BUILD-A-BEAR RETAIL MANAGEMENT, INC., AS TENANT

This Rider is attached to and made a part of the above referenced Lease between
mentioned Landlord and Tenant. Except as otherwise set forth in this Rider, all
terms and conditions used in this Rider and not specifically defined shall have
the same exact meaning as when used in the Lease. To the extent of any
inconsistencies between the foregoing provisions of the Lease and the provisions
of the Rider, the former is hereby amended.

1.       RENTS: All rents and other such payments as due from Tenant to Landlord
         shall be sent to:

                             First Industrial, L. P.

                         75 Remittance Drive, Suite 1589

                          Chicago, Illinois 60675-1589

2. TENANT RESPONSIBILITIES: Tenant shall be responsible for the costs,
operations and maintenance of all electrical, mechanical, alarm monitoring,
plumbing systems and dock equipment wholly contained in the Premises throughout
the term of the Lease. Tenant shall contract for the removal of all trash and
debris from the Premises. Tenant responsible for obtaining any occupancy permits
and/or business license required by the City of Overland, Missouri. Tenant shall
contract directly for all utilities servicing the Premises. Tenant shall pay as
additional rent its prorata share of real estate taxes, common area maintenance
and insurance per the terms of the Lease

3. CONDITION OF PREMISES: Tenant hereby agrees to return the Premises in similar
condition at the time of Lease Expiration, to include but not limited to:
repairs to the walls, docks, seals and levelers, and broom-cleaned, fair wear
and tear and damage caused by casualty accepted.

4. EARLY OCCUPANCY: Tenant currently is in full occupancy of Suite 1954, and may
occupy Suite 1938 and Suite 1940 of the Premises as soon as the Lease is fully
executed by both parties and the existing tenants vacate the respective
premises. Landlord and Tenant hereby acknowledge that Landlord is in the process
of negotiating terminations and new leases to move the current tenant's from
Suite 1938 and Suite 1940. Landlord will deliver Suite 1940 to Tenant for early
occupancy on or about August 1, 2004, and Landlord will deliver Suite 1938 to
Tenant for early occupancy on or about October 1, 2004.

5. ADDITIONAL RENT: Tenant shall pay its proportional share of increases in the
real estate taxes in excess of $248,978.63 and insurance premiums in excess of
$9,313.29 paid by Landlord. The initial monthly estimated payments shall be
$491.65 for real estate taxes, $225.00 for insurance and $5,365.00 for operating
expense contributions.

6. EXISTING LEASE: Landlord hereby agrees to terminate the Tenant's existing
Lease within the Innerbelt Business Center Drive complex upon the Lease
Commencement date of this Lease.

7. CONTINGENCY: Landlord and Tenant understand and acknowledge that this Lease
is contingent upon Landlord reaching a Lease agreement with Tenant's neighbor,
Dynamic Computer Company to Lease direct from Landlord the entire Suite 2000.
Landlord and Tenant understand and acknowledge that this Lease is also
contingent upon Landlord reaching a Lease agreement with Tenant's neighbor,
Schlumberger d.b.a. Atos Origin to Lease direct from Landlord the entire Suite
1918 and Suite 1922.

8. RENEWAL OPTIONS: Landlord hereby grants Tenant two (2) five (5) year renewal
options at the then current market rate for similar space. Tenant must notify
Landlord of its intentions to renew in writing no later than nine (9) months
prior to the then expiration date of the Lease. Landlord shall present Tenant
with the then current market rent for similar space within sixty (60) days of
notice, which Tenant may accept or reject and withdraw its Notice of Intention
to Renew.

9. AGENCY DISCLOSURE/LEASING COMMISSIONS: Landlord and Tenant acknowledge no
broker or agent is involved in this transaction.

In Witness whereof, the said parties have executed the foregoing instrument on
the day and year first above

                                       C-6

                                                                    EXHIBIT 23.1



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.

As discussed in Note 2(q) to the consolidated financial statements, the Company
adopted Emerging Issues Task Force Issue No. 03-6, Participating Securities and
the Two-Class Method under FASB Statement No. 128, Earnings Per Share.

/s/ KPMG LLP

St. Louis, Missouri
October 1, 2004

 

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