1.

Recitals .

1.1

Lender and Build-A-Bear Workshop, LLC entered into a Loan Agreement and related loan and security documents dated as of March 1, 2000 pursuant to which the Lender extended a revolving credit facility to the Borrower (the “Loan”);

1.2

Lender, Build-A-Bear Workshop, LLC and Build-A-Bear Workshop, Inc. entered into an assumption and amendment agreement dated as of April 3, 2000, whereby Build-A-Bear Workshop, Inc. assumed all of the obligations of its predecessor in interest, Build-A-Bear Workshop, LLC;

1.3

Lender and Borrower amended the terms of the Loan by the First Amended and Restated Loan Agreement and related loan and security documents dated as of June 1, 2001 (the “First Loan Agreement”);

1.4

Lender and Borrower amended and restated the First Loan Agreement by the Second Amended and Restated Loan Agreement dated as of February 13, 2002 (the “Second Loan Agreement”) and Borrower delivered to Lender in connection therewith the First Amended and Restated Revolving Credit Note and the First Amended and Restated Security Agreement;

1.5

Lender and Borrower amended the Second Loan Agreement and related Loan Documents pursuant to the First Amendment to Loan Documents effective as of May 30, 2003 to add additional borrowers to the Loan Documents, to revise certain financial covenants in the Loan Documents, and to add BABWC as a guarantor of the obligations under the Loan Documents.

1.6

Lender and Borrower amended the Loan Documents pursuant to the Second Amendment to Loan Documents effective as of December 31, 2003 to add an additional borrower.

1.7

Lender and Borrower amended the Loan Documents pursuant to the Third Amendment to Loan Documents effective as of May 31, 2004.

1.8

Lender and Borrower amended the Loan Documents pursuant to the Fourth Amendment to Loan Documents to change the name of BABWC.

1.9

Lender and Borrower amended and restated the Second Loan Agreement by the Third Amended and Restated Loan Agreement dated as of May 31, 2005 (the “Loan Agreement”) and Borrower delivered to Lender in connection therewith the Second Amended and Restated Revolving Credit Note (the “Prior Note”) (the Prior Note and Loan Agreement, the Guarantee of BABWC, and all other loan and security documents executed in connection with the Loan from time to time are referred to herein as the “Loan Documents”).

1.10

Lender and Borrower intend to amend the Loan Agreement by this Fifth Amendment to Loan Documents and to simultaneously amend and restate the Prior Note by a Third Amended and Restated Revolving Credit Note dated as of the date hereof.

1.11

Capitalized terms used herein and not otherwise defined will have the meanings given such terms in the Loan Agreement.

2.

Amendments .

2.1

Shirts Illustrated, LLC has been merged into BABRM and is no longer a Debtor or Borrower under the Loan Documents.

2.2

BABWUK, with the consent of Lender, hereby assumes the duties and obligations of a Borrower under the Loan Documents and BABWUK hereby becomes a party to each of the Loan Documents to which any Borrower is a party. For all purposes of the Loan Documents, BABWUK shall be a “Borrower” or “Debtor”, as applicable. BABWUK agrees to pay the Note in accordance with its terms and to keep and perform all of the covenants, obligations and conditions of the Loan Documents. Notwithstanding the foregoing, each of the representations and warranties, and affirmative covenants in Sections 4 and 5 of the Loan Agreement, respectively, shall apply to BABWUK only to the extent each is not specific to the laws of the United States. In addition, BABWUK shall not be required to comply with Section 5.12 of the Loan Agreement.

2.3

Section 2.1.1 of the Loan Agreement is hereby deleted and replaced with the following:

2.4

Section 6.2 of the Loan Agreement is hereby deleted and replaced with the following:

2.5

Section 6.5 of the Loan Agreement is hereby deleted and replaced with the following:

3.

General .

3.1

Except as expressly modified herein, the Loan Documents, as amended, are and remain in full force and effect. Nothing contained herein will be construed as waiving any Default or Event of Default under the Loan Documents or will affect or impair any right, power or remedy of Lender under or with respect to the Loan Documents, as amended, or any agreement or instrument guaranteeing, securing or otherwise relating to any of the Advances.

3.2

Borrower represents and warrants to Lender that: (a) this Amendment and the documents to be executed by Borrower in connection with this Amendment have been duly authorized, executed and delivered by Borrower; (b) each has full power and authority to enter into this Amendment; and (c) this Amendment and the documents executed by Borrower in connection with this Amendment constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws in effect from time to time affecting the rights of creditors generally and except as such enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or in equity).

3.3

All representations and warranties made by Borrower herein will survive the execution and delivery of this Amendment.

3.4

This Amendment will be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns.

3.5

Borrower will pay attorneys’ fees and expenses of Lender incurred in connection with this Amendment and related documentation. Such fees, expenses may be charged to Borrower by Lender as a Revolving Advance.

3.6

This Amendment will in all respects be governed and construed in accordance with the laws of the State of Ohio.

3.7

A copy of this Amendment may be attached to the Note as an allonge.

3.8

This Amendment and the documents and instruments to be executed hereunder constitute the entire agreement among the parties with respect to the subject matter hereof and shall not be amended, modified or terminated except by a writing signed by the party to be charged therewith.

3.9

Borrower agrees to execute such other instruments and documents and provide Lender with such further assurances as Lender may reasonably request to more fully carry out the intent of this Amendment.

3.10

This Amendment may be executed in a number of identical counterparts. If so, each such counterpart shall collectively constitute one agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.

3.11

No provision of this Amendment is intended or shall be construed to be for the benefit of any third party.

U.S. BANK NATIONAL ASSOCIATION

Lender

By: /s/ Charles L. Thomas

Print Name: Charles L. Thomas

Title: Vice President

BUILD-A-BEAR WORKSHOP, INC.,

BUILD-A-BEAR WORKSHOP FRANCHISE HOLDINGS, INC.,

BUILD-A-BEAR RETAIL MANAGEMENT, INC.

BUILD-A-BEAR WORKSHOP UK HOLDINGS LTD.

Borrowers

By: /s/ Maxine Clark

Print Name: Maxine Clark

Title: Chief Executive Officer

BUILD-A-BEAR ENTERTAINMENT, LLC,

By: Build-A-Bear Retail Management, Inc.,

Sole Member

Borrower

By: /s/ Maxine Clark

Print Name: Maxine Clark

Title: Chief Executive Officer

BUILD-A-BEAR WORKSHOP CANADA, LTD.

Guarantor

By: /s/ Maxine Clark

Print Name: Maxine Clark

Title: Chief Executive Officer

$30,000,000

Cincinnati, Ohio

Dated as of June 30, 2006

1.

Rates of Interest . Interest on each advance hereunder shall accrue at one of the following per annum rates selected by Borrower: (i) upon notice to Lender, the prime rate announced by Lender from time to time, as and when such rate changes, minus 1.00% per annum (a "Prime Rate Loan"); or (ii) upon a minimum of two New York Banking Days prior notice, the 1-, 2- or 3- month LIBOR rate quoted by Lender from Telerate Page 3750 or any successor thereto (which shall be the LIBOR rate in effect two New York Banking Days prior to commencement of the advance) plus 1.50% per annum, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation (a "LIBOR Rate Loan"). The term "New York Banking Day" means any day (other than a Saturday or Sunday) on which commercial banks are open for business in New York, New York. The term "Money Markets" refers to one or more wholesale funding markets available to and selected by Lender, including negotiable certificates of deposit, commercial paper, eurodollar deposits, bank notes, federal funds, interest rate swaps or others. Interest calculations under this Note will be computed on the basis of 360 days per year for the actual number of days in each interest period.

2.

Loan Documents . This Note is issued in connection with the Loan Agreement. All references to the Loan Agreement will include all amendments thereto as made from time to time. The terms, covenants, conditions, stipulations and agreements contained in the Loan Agreement are hereby made a part hereof to the same extent and effect as if they were fully set forth herein. This Note, any Guarantee, the Loan Agreement, and all related loan and security documents are referred to herein as the “Loan Documents”.

3.

Payments and Application of Payments .

3.1

Accrued interest will be due and payable as follows:

3.2

The entire outstanding principal balance of all Prime Rate Loans, all accrued and unpaid interest thereon, and all other amounts due under the Loan Documents will be due and payable in full on September 30, 2007 (the "Maturity Date").

3.3

Borrower may prepay all or any portion of Prime Rate Loans at any time without penalty.

3.4

Payments received will be applied in such order as Lender may elect.

4.

Late Payments . If Borrower fails to make any payment of principal, interest or other amount coming due pursuant to the provisions of this Note within 5 calendar days of the date due and payable, Borrower also shall pay to Lender a late charge equal to five percent (5.00%) of the amount of such payment (but not less than $50.00) (the “Late Charge”).

5.

Advances .

5.1

Borrower may borrow, repay, and reborrow under this Note subject to the terms, conditions, and limits set forth herein and in the Loan Agreement, including without limitation, the Maximum Amount and Total Facility restrictions set forth therein. Lender is authorized to record in its books and records the date and amount of each advance and payment hereunder, and other information related thereto, which books and records will constitute prima facie evidence of the accuracy of the information so recorded; provided , however, that failure of Lender to record, or any error in recording, any such information will not relieve Borrower of any of its obligations under this Note or any of the other Loan Documents. Notwithstanding the foregoing, Lender will not make any advance under this Note which would cause the outstanding principal balance under this Note to exceed the Maximum Amount.

5.2

Any request by Borrower for a Prime Rate Loan must be received by Lender not later than 3:00 p.m. (Cincinnati time) on the proposed borrowing date (which must be a Business Day). Any request by Borrower for a LIBOR Rate Loan must be received by Lender not later than 11:00 a.m. (Cincinnati time) on a day that is at least two (2) New York Banking Days prior to the proposed borrowing date (which must be a Business Day). Each request for an advance under this Note will be irrevocable by Borrower. Lender will have no liability in acting upon any request that Lender believes in good faith to have been given on behalf of Borrower and will have no duty to verify the authenticity of the signature(s) appearing on any written request and no duty to verify the identity of any person making any telephonic request Any disbursement of funds pursuant to a telephonic or written request for an advance under this Note will be subject to all

5.3

Lender hereby is authorized, at any time and from time to time, to make an advance under this Note in the form of a Prime Rate Loan or a LIBOR Rate Loan for the payment on behalf of Borrower of any principal, interest or other sums due under this Note or any of the other Loan Documents. Notwithstanding the foregoing, Lender is not obligated to make any such advance.

5.4

Each request for an advance under this Note will be subject to all of the terms and conditions of this Note and the Loan Agreement. Without limiting the generality of the foregoing, Lender will have no duty to make any advance hereunder if insufficient funds remain available pursuant to the Total Facility or any other maximum amount limitations set forth herein or in any of the Loan Documents.

5.5

If at any time or times Lender determines in a commercially reasonable manner (which determination will be conclusive and binding) that (i) by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBOR rate, or (ii) the LIBOR rate will not adequately and fairly reflect the cost to Lender of maintaining or funding LIBOR Rate Loans, Lender promptly will give written notice of such determination and the basis therefor to Borrower. If such notice is given, and until Lender has withdrawn such notice, no additional LIBOR Rate Loans will be made.

5.6

Notwithstanding any other provisions herein, if any law, treaty, rule or regulation, or determination of a court, governmental authority, central bank or comparable agency charged with the interpretation or administration thereof (whether or not having the force of law), or any change therein or in the interpretation or application thereof, makes it unlawful or impossible for Lender to make or maintain LIBOR Rate Loans, Lender will give written notice to Borrower, no additional LIBOR Rate Loans will be made, and outstanding LIBOR Rate Loans will be converted to Prime Rate Loans on either (i) the last day of the applicable Loan Period for such LIBOR Rate Loan if Lender may continue to maintain such LIBOR Rate Loan until such day or (ii) immediately if Lender may not continue to maintain such LIBOR Rate Loan.

6.

Events of Default . Immediately and automatically upon the filing by or against Borrower or any Guarantor of a petition in bankruptcy, for a reorganization, arrangement or debt adjustment, or for a receiver, trustee, or similar creditors' representative for its, his or her property or any part thereof, or of any other proceeding under any federal or state insolvency or similar law (and if such petition or proceeding is an involuntary petition or proceeding filed against Borrower or such Guarantor without his, her or its acquiescence therein or thereto at any time, the same is not promptly contested and, within 60 days of

7.

Miscellaneous .

7.1

Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying Lender’s expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, Lender’s exercise of any rights and remedies hereunder, under the other Loan Documents or under applicable law, and any fees and expenses of any agents or reasonable fees and expenses of any attorneys which Lender may employ. In addition, the Default Rate reflects the increased credit risk to Lender of carrying a loan that is in default. Borrower agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by Lender, and that the actual harm incurred by Lender cannot be estimated with certainty and without difficulty.

7.2

Nothing contained in this Note regarding late charges or the Default Rate will be construed in any way to extend the due date of any payment or waive any payment default, and each such right is in addition to, and not in lieu of, the other and any other rights and remedies of Lender hereunder, under any of the Loan Documents or under applicable law (including, without limitation, the right to interest, reasonable Attorneys' Fees and other expenses).

7.3

Borrower will pay all fees and expenses of Lender incurred in connection with the Loan Documents, including without limitation, reasonable Attorneys' Fees, recording fees, and other out of pocket expenses. Such fees and expenses may be charged to Borrower by Lender as an advance under this Note.

7.4

After the initial term of this Note, Lender in its sole discretion may extend or renew the Total Facility and this Note by accepting from Borrower a new note which will be deemed to be the "Revolving Credit Note" referred to in the Loan Agreement. In no event will Lender be under any obligation to extend or renew the Total Facility or this Note beyond the initial term thereof.

7.5

This Note will bind Borrower and the successors and assigns of Borrower, and the benefits hereof will inure to the benefit of Lender and its successors and assigns. All references herein to "Borrower" and "Lender" will be deemed to apply to Borrower and Lender and their respective successors and assigns; provided, however, that Borrower may not assign this Note in whole or in part without the prior written consent of Lender, and Lender at any time may assign this Note in whole or in part (but no assignment by the Lender of less than all of this Note will operate to relieve Borrower from any duty to Lender with respect to the unassigned portion of this Note).

7.6

If any provision of this Note is prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision and without invalidating any other provision in this Note; provided, however, that if the provision that is the subject of such prohibition or invalidity pertains to repayment of this Note, then, at the option of Lender, all of the obligations hereunder will become immediately due and payable.

7.7

If from any circumstances whatsoever the fulfillment of any provision of this Note involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then the obligation to be fulfilled will be reduced to the limit of such validity as provided in such statute or law, so that in no event will any exaction of interest be possible under this Note in excess of the limit of such validity. In no event will Borrower be bound to pay interest of more than the legal limit and the right to demand any such excess is hereby expressly waived by Lender.

7.8

No delay or failure on the part of Lender to exercise any right, remedy or power hereunder, under any of the other Loan Documents or under applicable law will impair or waive any such right, remedy or power (or any other right, remedy or power), be considered a waiver of or an acquiescence in any breach, Default or Event of Default or affect any other or subsequent breach, Default or Event of Default of the same or a different nature. No waiver of any breach, Default or Event of Default, nor any modification, waiver, discharge or termination of any provision of this Note, nor consent to any departure by Borrower therefrom, will

7.9

No single or partial exercise of any right or remedy by Lender will preclude any other or further exercise thereof or the exercise of any other right or remedy. All remedies hereunder, under any of the other Loan Documents or now or hereafter existing at law or in equity are cumulative and none of them will be exclusive of the others or of any other right or remedy. All such rights and remedies may be exercised separately, successively, concurrently, independently or cumulatively from time to time and as often and in such order as Lender may deem appropriate.

7.10

If any demand is made at any time upon Lender for the repayment or recovery of any amount or amounts received by it in payment or on account of any of the Obligations and if Lender repays all or any part of such amount or amounts by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, Borrower will be and remain liable hereunder for the amount or amounts so repaid or recovered to the same extent as if such amount or amounts had never been received originally by Lender. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by Borrower in reliance upon such payment, and any such contrary action so taken will be without prejudice to Lender's rights under this Note and will be deemed to have been conditioned upon such payment having become final and irrevocable.

7.11

Time is of the essence in the performance of this Note.

7.12

This Note has been delivered and accepted at and will be deemed to have been made at Cincinnati, Ohio and will be interpreted and the rights and liabilities of Borrower and Lender determined in accordance with the laws of the State of Ohio, without regard to conflict of laws principles.

7.13

Borrower hereby irrevocably agrees and submits to the exclusive jurisdiction of any state or federal court located within Hamilton County, Ohio, or, at the option of Lender in its sole discretion, of any state or federal court(s) located within any other county, state or jurisdiction in which Lender at any time or from time to time reasonably chooses to bring an action or otherwise exercise a right or remedy, and Borrower waives any objection based on forum non conveniens and any objection to venue of any such action or proceeding.

7.14

Borrower and Lender each waive any right to trial by jury in any action or proceeding relating to this Note, the Loan Documents, the collateral described

7.15

This Note is the Revolving Credit Note as defined in the Loan Agreement. It restates and replaces the Second Amended and Restated Revolving Credit Note issued by Borrower to Lender dated as of May 31, 2005 in the original maximum principal amount of $15,000,000 (the “Prior Note”) and shall serve as further evidence of the indebtedness referenced under the Prior Note and shall not, in any case, serve as a novation or discharge of such indebtedness. The full principal amount and all other amounts outstanding under the Prior Note are merged herein.

BUILD-A-BEAR WORKSHOP, INC.,

BUILD-A-BEAR WORKSHOP FRANCHISE HOLDINGS, INC.,

BUILD-A-BEAR RETAIL MANAGEMENT, INC.,

BUILD-A-BEAR WORKSHOP UK HOLDINGS LTD.,

Borrowers

By: /s/ Maxine Clark

Print Name: Maxine Clark

Title: Chief Executive Officer

BUILD-A-BEAR ENTERTAINMENT, LLC,

By: Build-A-Bear Retail Management, Inc.,

Sole Member

Borrower

By: /s/ Maxine Clark

Print Name: Maxine Clark

Title: Chief Executive Officer