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                                                                   EXHIBIT 10.14

                FIRST AMENDED AND RESTATED REVOLVING CREDIT NOTE

$15,000,000                                                    Cincinnati, Ohio
                                                   Dated as of February _, 2002

         FOR VALUE RECEIVED BUILD-A-BEAR WORKSHOP, INC., successor by merger to
BUILD-A-BEAR WORKSHOP, LLC, and SHIRTS ILLUSTRATED, LLC, jointly and severally
(individually and collectively, the "Borrower") promises to pay to the order of
U.S. BANK NATIONAL ASSOCIATION, formerly known as FIRSTAR BANK, NATIONAL
ASSOCIATION ("Lender"), at its offices located at 425 Walnut Street, Cincinnati,
Ohio 45202, or at such other location as Lender may designate from time to time,
the principal sum of FIFTEEN MILLION DOLLARS (the "Total Facility") or such
lesser amount as may be advanced and outstanding hereunder, together with
interest thereon as provided below from the date of disbursement thereof until
paid, all in lawful money of the United States of America and in immediately
available funds.

1.       RATE OF INTEREST. The outstanding principal balance of this Note will
         bear interest at a rate per annum of the Prime Rate minus 0.5% per
         annum, subject to the applicability of the Default Rate. All interest
         calculations under this Note will be made based on a year of 360 days
         for the actual number of days in each interest period. In no event will
         the rate of interest hereunder exceed 25% per annum, or the equivalent
         rate for a shorter or longer period.

2.       SECURITY. This Note amends and restates the Revolving Credit Note of
         Borrower to Lender dated as of June 1, 2001. This Note is issued in
         connection with the Second Amended and Restated Loan Agreement between
         Borrower and Lender of even date herewith (the "Loan Agreement") and is
         secured by the property covered by the Security Documents as that term
         is defined in the Loan Agreement. All references to the Loan Agreement
         and the Security Documents will include all amendments thereto as made
         from time to time. The terms, covenants, conditions, stipulations and
         agreements contained in the Loan Agreement hereby are incorporated
         herein by reference. Capitalized terms used in this Note and not
         otherwise defined herein will have the meanings given such terms in the
         Loan Agreement.

3.       PAYMENTS. This Note will be payable as follows: Accrued interest will
         be due and payable monthly, commencing on March 1, 2002 and on the
         first day of each month thereafter until May 31, 2003, on which date
         the entire outstanding principal balance hereunder and all accrued and
         unpaid interest will be due and payable (the "Maturity Date").

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").

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5.       REVOLVING NATURE OF NOTE AND RECORDATION OF ADVANCES. 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 restriction 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 Security 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.

6.       ADVANCES.

         6.1      Any request by Borrower for an advance hereunder must be made
                  (i) in writing received by Lender prior to 3:00 p.m., Eastern
                  Standard Time, on the proposed borrowing date or (ii) by
                  telephonic request made prior to 3:00 p.m., Eastern Standard
                  Time, on the proposed borrowing date. Each proposed borrowing
                  date must be a Business Day prior to the Maturity Date. Upon
                  the making of any request for an advance, Borrower will be
                  deemed to have made all of the representations and warranties
                  set forth in the Loan Agreement on and as of the date of such
                  request.

         6.2      Each request for an advance, whether telephonic or written,
                  will be binding upon and 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 of the terms and conditions of the Loan Agreement.

         6.3      Lender hereby is authorized at any time and from time to time,
                  in its discretion, to make an advance under this Note for the
                  payment on behalf of Borrower of any interest, principal or
                  other sums due under any of the Obligations, and each such
                  advance will constitute an advance hereunder and part of the
                  Obligations. Notwithstanding the foregoing, Lender is not
                  obligated to take such action.

7.       PREPAYMENT AND APPLICATION OF PAYMENTS. Borrower may prepay all or any
         portion of this Note at any time without premium or penalty. Payments
         received will be applied in the following order: (i) to repayment of
         any amounts owed to Lender for charges, fees and expenses (including
         reasonable Attorneys' Fees), (ii) to accrued interest, and (iii) to
         principal. Additional payments may be made under this Note at any time
         without premium or penalty but each such payment will be applied in the
         foregoing order.

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8.       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 the filing of such involuntary petition or proceeding,
         dismissed or discharged), or the making of any general assignment by
         Borrower or any Guarantor for the benefit of creditors, or Borrower or
         any Guarantor dissolves or is the subject of any dissolution, winding
         up or liquidation or, at the option of Lender, immediately upon the
         occurrence of any other Event of Default, in any case without demand or
         notice of any kind (which are hereby expressly waived): (i) the
         outstanding principal balance hereunder, together with all accrued and
         unpaid interest thereon, and any additional amounts secured by the
         Security Documents, will be accelerated and become immediately due and
         payable, (ii) Borrower will pay to Lender all reasonable costs and
         expenses (including but not limited to reasonable Attorneys' Fees)
         incurred by Lender in connection with Lender's efforts to collect the
         indebtedness evidenced hereby, and (iii) Lender may exercise from time
         to time any of the rights and remedies available to Lender under the
         Security Documents or applicable law. Upon and after the occurrence of
         any Event of Default or the maturity of this Note (by acceleration or
         otherwise), the principal balance under this Note, together with any
         arrearage of interest, will bear interest at the Default Rate until
         paid in full, whether before or after judgment and Lender will have no
         further obligation to make advances under this Note or any of the
         Security Documents. Borrower, all other makers, co-signers and
         indorsers waive presentment, demand, protest, and notice of demand,
         protest, non-payment and dishonor. Borrower also waives all defenses
         based on suretyship or impairment of collateral.

9.       MISCELLANEOUS.

         9.1      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 Security
                  Documents or under applicable law, and any fees and expenses
                  of any agents or any 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.

         9.2      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 Security

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                  Documents or under applicable law (including, without
                  limitation, the right to interest, reasonable Attorneys' Fees
                  and other expenses).

         9.3      If this Note is executed by more than one person or entity as
                  "Borrower", the obligations of such parties hereunder will be
                  joint and several and, unless otherwise specified herein, each
                  reference to "Borrower" will mean each of such parties
                  individually and all of such parties collectively.

         9.4      This Note will bind Borrower and the heirs, executors,
                  administrators, 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 the
                  "Borrower" and "Lender" will include the respective heirs,
                  administrators, successors and assigns thereof; 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).

         9.5      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.

         9.6      Without limiting the generality of the foregoing, 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 and the right to demand any such excess is
                  hereby expressly waived by Lender. As used in this paragraph,
                  "applicable usury statute" and "applicable law" mean such
                  statute and law in effect on the date hereof, subject to any
                  change therein that result in a higher permissible rate of
                  interest.

         9.7      No delay or failure on the part of Lender to exercise any
                  right, remedy or power hereunder, under any of the other
                  Security 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

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                  be established by conduct, custom or course of dealing; and no
                  modification, waiver, discharge, termination or consent will
                  in any event be effective unless the same is in writing,
                  signed by Lender and specifically refers to this Note, and
                  then such modification, waiver, discharge or termination or
                  consent will be effective only in the specific instance and
                  for the specific purpose for which given. No notice to or
                  demand on Borrower in any case will entitle Borrower to any
                  other or further notice or demand in the same or any similar
                  or other circumstance.

         9.8      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 Security 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.

         9.9      If at any time all or any part of any payment or transfer of
                  any kind received by Lender with respect to all or any part of
                  this Note is repaid, set aside or invalidated by reason of any
                  judgment, decree or order of any court or administrative body,
                  or by reason of any agreement, settlement or compromise of any
                  claim made at any time with respect to the repayment,
                  recovery, setting aside or invalidation of all or any part of
                  such payment or transfer, Borrower's obligations under this
                  Note will continue (and/or be reinstated) and Borrower will be
                  and remain liable, and will indemnify, defend and hold
                  harmless Lender for, the amount or amounts so repaid,
                  recovered, set aside or invalidated and all other claims,
                  demands, liabilities, judgments, losses, damages, costs and
                  expenses incurred in connection therewith. 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 or transfer, and any such contrary
                  action so taken will be without prejudice to Lender's rights
                  hereunder and will be deemed to have been conditioned upon
                  such payment or transfer having become final and irrevocable.
                  The provisions of this Section will survive any termination,
                  cancellation or discharge of this Note.

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

         9.11     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 the parties
                  hereto determined in accordance with the laws of the State of
                  Ohio, without regard to conflicts of law principles.

         9.12     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

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                  FROM TIME TO TIME CHOOSES IN ITS SOLE DISCRETION 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. BORROWER
                  HEREBY IRREVOCABLY CONSENTS THAT ALL SERVICE OF PROCESS BE
                  MADE BY CERTIFIED MAIL DIRECTED TO BORROWER AT ITS ADDRESS SET
                  FORTH IN THE LOAN AGREEMENT FOR NOTICES AND SERVICE SO MADE
                  WILL BE DEEMED TO BE COMPLETED THE EARLIER OF BORROWER'S
                  ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS DAYS AFTER THE
                  SAME HAS BEEN DEPOSITED IN U.S. MAILS, POSTAGE PREPAID.
                  NOTHING CONTAINED HEREIN WILL PREVENT LENDER FROM SERVING
                  PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

         9.13     BORROWER AND LENDER EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN
                  ANY ACTION OR PROCEEDING RELATING TO THIS NOTE, THE SECURITY
                  DOCUMENTS, THE COLLATERAL DESCRIBED THEREIN, OR ANY ACTUAL OR
                  PROPOSED TRANSACTION OR OTHER MATTER CONTEMPLATED IN OR
                  RELATING TO ANY OF THE FOREGOING.

                                           BUILD-A-BEAR WORKSHOP, INC.

                                           BY: /s/ Maxine Clark
                                               ---------------------------------
                                           PRINT NAME: Maxine Clark
                                           TITLE: President

                                           SHIRTS ILLUSTRATED, LLC

                                           BY: Build-A-Bear Workshop, Inc.
                                               Its Managing Member

                                           BY: /s/ Maxine Clark
                                               ---------------------------------
                                           PRINT NAME: Maxine Clark
                                           TITLE: Manager

STATE OF__________)
                  ) SS.
COUNTY OF_________)

         The foregoing instrument was acknowledged before me this February, 2002
by Maxine Clark, the duly authorized Officer of BUILD-A-BEAR WORKSHOP, INC., a
Delaware corporation, on behalf of the corporation.

                                           /s/ Marie A. Powers
                                           -------------------------------------
                                           Notary Public

My commission expires: May 24, 2003

                                                      MARIE A. POWERS
                                                NOTARY PUBLIC - NOTARY SEAL
                                                     STATE OF MISSOURI
                                                     ST. CHARLES COUNTY
                                            MY COMMISSION EXPIRES: MAY 24, 2003

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STATE OF___________)
                   ) SS.
COUNTY OF__________)

         The foregoing instrument was acknowledged before me this February, 2002
by Maxine Clark, the duly authorized Officer of BUILD-A-BEAR WORKSHOP, INC., a
Delaware corporation, the managing member of SHIRTS ILLUSTRATED, LLC, a Missouri
limited liability company, on behalf of the company.

                                           /s/ Marie A. Powers
                                           -------------------------------------
                                           Notary Public

My commission expires: May 24, 2003

                                                      MARIE A. POWERS
                                                NOTARY PUBLIC - NOTARY SEAL
                                                     STATE OF MISSOURI
                                                     ST. CHARLES COUNTY
                                            MY COMMISSION EXPIRES: MAY 24, 2003

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