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                                                                    EXHIBIT 10.2

                           BUILD-A-BEAR WORKSHOP, INC.
                            2002 STOCK INCENTIVE PLAN
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                           BUILD-A-BEAR WORKSHOP, INC.
                            2002 STOCK INCENTIVE PLAN

                                TABLE OF CONTENTS

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                                                                                     PAGE
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<S>                                                                                  <C>
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".............................................      2
    M.      "Non-qualified Stock Option".........................................      2
    N.      "Option".............................................................      3
    O.      "Other Stock-Based Award"............................................      3
    P.      "Parent".............................................................      3
    Q.      "Participant"........................................................      3
    R.      "Plan"...............................................................      3
    S.      "Stock"..............................................................      3
    T.      "Stock Appreciation Right"...........................................      3
    U.      "Subsidiary".........................................................      3

3.  Stock Subject to the Plan....................................................      3

4.  Administration...............................................................      3

5.  Committee....................................................................      4

6.  Options......................................................................      4
    A.      Type of Option.......................................................      4
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<TABLE>
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    C.      Exercise - Elections and Restrictions................................      5
    D.      Option Terms.........................................................      5
    E.      Successive Option Grants.............................................      6
    F.      Additional Incentive Stock Option Requirements.......................      6
    G.      Deferral of Gain on a Non-qualified Stock Option.....................      6

7.  Stock Appreciation Rights....................................................      6

8.  Other Stock-Based Awards and Cash-Based Awards...............................      7

9.  Performance-Based Awards.....................................................      7

10. Nontransferability of Awards.................................................      8

11. Investment Purpose...........................................................      8

12. Adjustments Upon Changes in Capitalization or Corporation Acquisitions.......      8

13. Amendment and Termination....................................................      9

14. Effectiveness of the Plan....................................................      9

15. Time of Granting of an Award.................................................     10

16. Term of Plan.................................................................     10

17. No Right To Continued Employment.............................................     10

18. Choice of Law................................................................     11
</TABLE>

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                           BUILD-A-BEAR WORKSHOP, INC.
                            2002 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 an 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 setting forth the terms and provisions
            applicable to Awards granted under the Plan.

      D.    "Board" means the Board of Directors of the Company.

      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 shareholders, was approved
            by a vote of at least a majority of the directors then comprising
            the Incumbent Board (other than an individual whose

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            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.

      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 low prices of such Stock as reported on such
            date on the Composite Tape of the principal national securities
            exchange on which such Stock is listed or admitted to trading, or,
            if such Stock is not listed or admitted on any national securities
            exchange, 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 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 Fair Market Value shall be the value established by
            the Committee in good faith.

      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.

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      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 described 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.    "Plan" means the Build-A-Bear Workshop, Inc. 2002 Stock Incentive
            Plan.

      S.    "Stock" means the common stock, par value of $0.01 per share, of the
            Company.

      T.    "Stock Appreciation Right" means a stock appreciation right
            described in Section 7.

      U.    "Subsidiary" means any corporation (other than the Company) in an
            unbroken chain of corporations beginning with the Company if, at the
            time of granting an Award, each of the corporations other than the
            last corporation in the unbroken chain 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.

3.    Stock Subject to the Plan.

      ______________________________ ( ) shares of Stock have been allocated to
the Plan and will be reserved to satisfy Awards under the Plan. 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 ________________ ( ). The Company may, in its discretion, use shares
held in the treasury 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.

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      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) 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.

5.    Committee.

      The Committee shall be comprised of directors on the compensation
committee of the Board of Directors of the Company ("Board of Directors") and,
after such time as the Company is subject to the Act, shall thereafter be
constituted to comply with Rule 16b-3 under the Act, or any successor to such
Rule.

      The Committee shall be 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.

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

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            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 Stock may be tendered in
            exercise of an Incentive Stock Option if such shares were acquired
            by the Participant through the exercise of an Incentive Stock Option
            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
            prior Incentive Stock Option was granted. 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. The
            Committee may provide in an Award Agreement 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 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 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 shareholder with respect to the shares subject to Option until
            such shares shall be

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            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.

      F.    Additional Incentive Stock Option Requirements. 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. 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, shall notify the Company of such disposition and of
            the amount realized upon such disposition.

      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
            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

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            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, and at any time and from time to time, as shall be determined
by the Committee and set forth in an Award Agreement.

9.    Performance-Based Awards.

      To the extent applicable, the Committee may, in its sole and absolute
discretion, determine that certain 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). 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 shareholder 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.

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      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. For
this purpose an Outside Director shall mean a director of the Company who:

      (1)   is not an employee of the Company, a parent or a subsidiary while he
            or she is a member of the Committee;

      (2)   is not a former employee of the Company, a parent or a subsidiary
            who receives compensation for prior services (other than benefits
            under a tax-qualified retirement plan) during the taxable year;

      (3)   has not been an Officer of the Company, a parent or a subsidiary;
            and

      (4)   shall not receive Remuneration from the Company, a parent or a
            subsidiary either directly or indirectly in any capacity other than
            as a director, or

such other definition as provided from time to time under Treas. Reg. Section
1.162-27(e)(3) or any successor thereto.

"Remuneration" and "Officer" as used herein shall be determined in accordance
with 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 shall, by its terms, be
non-transferable 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.

11.   Investment Purpose.

      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 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.

**

12.   Adjustments Upon Changes in Capitalization or Corporation Acquisitions.

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      Notwithstanding any other provisions of the Plan, the Award Agreements may
contain such provisions as the Committee shall determine to be appropriate for
the adjustment of the number and class of shares subject to each outstanding
Award and the exercise prices, if applicable, in the event of changes in the
outstanding Stock by reason of stock dividends, recapitalization, mergers,
consolidations, 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 appropriate
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 may 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 an 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; and/or

            (3)   Issuance of substitute Awards to substantially preserve the
      terms of any Awards previously granted under the Plan.

13.   Amendment and Termination.

      The Board may at any time terminate the Plan, or make such modifications
to the Plan as it shall deem advisable; provided, however, that the Board may
not, without further approval by the holders of Stock, increase the maximum
numbers of shares as to which Awards may be granted under the Plan (except under
the anti-dilution provisions of Section 12), or change the class of employees to
whom Incentive Stock Options may be granted, or withdraw the authority to
administer the Plan from a committee whose members satisfy the requirements of
Section 5. 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 shareholders of the Company given within
twelve (12) months of the date the Plan is adopted by the Board at a regular
meeting of the shareholders or at a special meeting duly called and held for
such purpose. Grants of Awards may be made prior to such shareholder approval
but all Award grants made prior to shareholder approval shall be subject to the
obtaining of such approval and if such approval is not obtained, such Awards
shall not be

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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 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 entered into pursuant to this Plan
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.

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 entered into pursuant to this Plan or to require at
any time performance by 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, and Award agreement entered into pursuant to this Plan,
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 entered into pursuant to this Plan.

19.   Assignment.

      Any Award agreement entered into pursuant this Plan 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.

20.   No Right To Continued Employment.

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      Nothing in the Plan or in any Award granted pursuant to the Plan 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____________________________________

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