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                                                        HYCEL PROPERTIES CO.
                                                        HYCEL RETAIL CROUP
                                                        7817 Forsyth Blvd.
                                                        St. Louis, MO 63105-3307
                                                        Telephone 314 721-4800
                                                        Facsimile 314 721-3663

                       CONSTRUCTION MANAGEMENT AGREEMENT

THIS AGREEMENT is made and entered into this 16th day of November 2003, by and
between Hycel Properties Co., a Missouri corporation ("Hycel"), and Build-A-Bear
Workshop, Inc., a Missouri Corporation (the "Company").

                                    RECITALS

WHEREAS, Hycel and the Company have entered into an agreement for Hycel to
provide real estate consulting services to the Company; and

WHEREAS, Hycel has offered to provide construction management services to the
Company for the construction of the Company's Build-A-Bear Workshop stores; and

WHEREAS, the Company desires to have Hycel provide construction management
services to the Company,

NOW THEREFORE, in consideration of the mutual covenants hereinafter exchanged,
it is agreed as follows:

      1.    Construction Management Services

            Hycel will provide the following services in connection with the
            construction of the Company's new stores:

            (a)   Design/Plan Review

                  Hycel will work closely with the Company's architect and
                  engineers to assist in the development of a detailed set of
                  architectural and engineering drawings and specifications.
                  Upon receipt of the architectural and engineering drawings
                  from the Company's architect, as-builts from the previous
                  tenant build-out, landlord's tenant design criteria and the
                  lease sections relating to construction, Hycel's personnel
                  will review the drawings before submittal to the landlord and
                  for building permit.

            (b)   Bidding & Permits

                  Hycel will prepare bid forms and invitation to bid letters to
                  accompany the architectural and engineering drawings to be
                  distributed to selected general contractors the Company has
                  approved to handle the general construction of the space as
                  well as for all millwork, theming, signage, graphics and other
                  special equipment. Applications for building permits will be
                  made as well as the

<PAGE>

                  submittal for landlord approval. Bids will be evaluated and a
                  recommendation will be provided to the Company. A contract
                  will be prepared for the general contractor with the Company's
                  approval.

            (c)   Construction Supervision

                  Hycel's personnel will monitor the day-to-day activities of
                  the general contractor and coordinate scheduling and material
                  and equipment deliveries. Discrepancies, field conditions and
                  requests for additional information will be handled and
                  resolved. Periodic visits to the project will be made from
                  pre-construction through the construction phase of the project
                  to monitor progress and quality.

            (d)   Punchlist/Close-Out

                  A final visit to the project will be made upon substantial
                  completion of construction. A punchlist will be prepared
                  noting all items not completed or requiring rework to make the
                  store ready for occupancy and operation.

            (e)   Pay Request Review

                  All requests for payment, including change orders, will be
                  reviewed and evaluated. Lien waivers will be obtained,
                  reviewed and compared to the pay requests. All required
                  documentation from the general contractor and equipment,
                  fixture and other suppliers, including the completion of
                  punchlist items, will be obtained. Hycel will advise the
                  Company that the contractor may be paid.

      2.    Fees and Reimbursement of Expenses

            (a)   As compensation for Hycel's services under this Agreement, the
                  Company shall pay, or cause to be paid, to Hycel a fee (the
                  "Construction Management Fee") of:

                        Two Hundred Fifty-Two Thousand Dollars ($252,000). This
                        fee is for up to 15 stores and a store in Manhattan, New
                        York, which shall count as three (3) stores for a total
                        of eighteen (18) new stores. The parties agree that the
                        exact location of any store cannot be determined. Should
                        the company desire to utilize Hycel for additional
                        stores (more than 18 stores, or 15 stores and a store in
                        Manhattan, New York which shall count as 3 stores), the
                        Construction Management Fee will be Fourteen Thousand
                        Dollars ($14,000) per store and shall be paid 50% at the
                        start of construction and 50% upon the store opening
                        business.

<PAGE>

                        The Construction Management Fee outlined above shall be
                        paid as follows: Twelve (12) monthly payments of Twenty
                        One-Thousand and 00/100 Dollars ($21,000.00) on the
                        first of each month commencing January 2004 through
                        December 2004. Any additional stores shall be paid as
                        outlined above.

            (b)   The fee paid under paragraph 2(a) above does not include
                  changes to existing stores or trouble shooting. If the Company
                  requests additional store design or construction services not
                  covered in the scope of this Agreement, such services will be
                  billed to the Company monthly at the rate One Hundred
                  Twenty-Five Dollars ($ 125.00) per hour if such services are
                  performed by a senior construction staff member, at the rate
                  of Seventy-Nine Dollars ($79.00) per hour for a construction
                  crew staff member and at the rate of Fifty-Six Dollars
                  ($56.00) per hour if such services are performed by support
                  staff to the construction staff member.

            (c)   The fee paid under paragraph 2(a) and 2(b) above does not
                  cover expenses. In addition, the Company shall pay all
                  out-of-pocket expenses of Hycel, however, travel and other
                  travel related expenses shall be reimbursed at their cost plus
                  overhead at ten percent (10%). Any single out-of-pocket
                  expense item in excess of $750.00 shall be pre-approved by the
                  Company. On a monthly basis, the Company will reimburse the
                  expenses within ten (10) days after receipt of an invoice.

      3.    Term

            The term of this agreement shall commence on January 1, 2004 and
            shall terminate on December 31, 2004. If Hycel's personnel have
            provided construction management or other services prior to the
            termination of this Agreement, the fees and expenses referred to
            above will be due and payable upon the completion of construction,
            as the case may be. Any of the Company's obligations that have
            accrued prior to the termination of this Agreement shall survive the
            termination of this Agreement.

      4.    Assignment

            This Agreement shall not be assigned by either the Company or Hycel
            without the prior written consent of the other party, such consent
            not to be unreasonably withheld; provided, however, if requested by
            Hycel, the Company will consent to the assignment of this Agreement
            to another entity so long as Hycel or Mark H. Zorensky owns at least
            fifty percent (50%) interest in such entity.

<PAGE>

      5.    Disclaimer

            The Company understands that Hycel does not purport to offer
            architectural and engineering services or installation and
            construction services (collectively "Construction Services"). The
            Company shall contract for Construction Services and the Company
            shall, at its cost, defend any claims against Hycel with respect to
            said Construction Services. The Company shall pay, satisfy and/or
            discharge any judgments, orders and decrees, which may be rendered
            against Hycel in connection with the foregoing.

      6.    Claims

            Hycel and the Company will indemnify, defend and save harmless the
            other from and against all "Claims", as that term is defined, based
            upon the indemnifying party's negligence or intentional misconduct.
            As used herein, "Claims" shall mean all claims, suits, proceedings,
            actions, demands, causes of action, responsibility, liability,
            judgments, executions, damages, loss and expense (including
            attorney's fees.)

      7.    Notices

            All notices called for hereunder shall be deemed delivered one day
            after having been posted in the United States mail, postage prepaid,
            at the address shown on the signature page of this Agreement, which
            address may be changed by either party by giving notice as called
            for herein-

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first written above.

HYCEL PROPERTIES CO.                          BUILD-A-BEAR WORKSHOP, INC.

By: /s/ Mark H. Zorensky                      By: /s/ Brian Vent
    ------------------------                      ------------------------
        Mark H. Zorensky                          Name: BRIAN VENT
        President                                 Title: C.O.B.

7817 Forsyth Blvd.                            1954 Innerbelt Business Center Dr.
St. Louis, MO 63105                           St. Louis, MO 63114
<PAGE>

                        CONSTRUCTION MANAGEMENT AGREEMENT

THIS AGREEMENT is made and entered into this 9th day of October 2001, by and
between Hycel Properties Co., a Missouri corporation ("Hycel"), and Build-A-Bear
Workshop, Inc., a Missouri Corporation (the "Company").

                                    RECITALS

WHEREAS, Hycel and the Company have entered into an agreement for Hycel to
provide real estate consulting services to the Company; and

WHEREAS, Hycel has offered to provide construction management services to the
Company for the construction of the Company's Build-A-Bear Workshop stores; and

WHEREAS, the Company desires to have Hycel provide construction management
services to the Company,

NOW THEREFORE, in consideration of the mutual covenants hereinafter exchanged,
it is agreed as follows:

      1.    Construction Management Services

            Hycel will provide the following services in connection with the
            construction of the Company's new stores:

            (a)   Design/Plan Review

                  Hycel will work closely with the Company's architect and
                  engineers to assist in the development of a detailed set of
                  architectural and engineering drawings and specifications.
                  Upon receipt of the architectural and engineering drawings
                  from the Company's architect, as-builts from the previous
                  tenant build-out, landlord's tenant design criteria and the
                  lease sections relating to construction, Hycel's personnel
                  will review the drawings before submittal to the landlord and
                  for building permit.

            (b)   Bidding & Permits

                  Hycel will prepare bid forms and invitation to bid letters to
                  accompany the architectural and engineering drawings to be
                  distributed to selected general contractors the Company has
                  approved to handle the general construction of the space as
                  well as for all millwork, theming, signage, graphics and other
                  special equipment. Applications for building permits will be
                  made as well as the submittal for landlord approval. Bids will
                  be evaluated and a

                  See agreement dated Nov 10, 2003
<PAGE>

                  recommendation will be provided to the Company. A contract
                  will be prepared for the general contractor with the Company's
                  approval.

            (c)   Construction Supervision

                  Hycel's personnel will monitor the day-to-day activities of
                  the general contractor and coordinate scheduling and material
                  and equipment deliveries. Discrepancies, field conditions and
                  requests for additional information will be handled and
                  resolved. Periodic visits to the project will be made from
                  pre-construction through the construction phase of the project
                  to monitor progress and quality.

            (d)   Punchlist/Close-Out

                  A final visit to the project will be made upon substantial
                  completion of construction. A punchlist will be prepared
                  noting all items not completed or requiring rework to make the
                  store ready for occupancy and operation.

            (e)   Pay Request Review

                  All requests for payment, including change orders, will be
                  reviewed and evaluated. Lien waivers will be obtained,
                  reviewed and compared to the pay requests. All required
                  documentation from the general contractor and equipment,
                  fixture and other suppliers, including the completion of
                  punchlist items, will be obtained. Hycel will advise the
                  Company that the contractor may be paid.

      2.    Fees and Reimbursement of Expenses

            (a)   As compensation for Hycel's services under this Agreement, the
                  Company shall pay, or cause to be paid, to Hycel a fee (the
                  "Construction Management Fee") of:

                        Three Hundred Eighty-Two Thousand Two Hundred Dollars
                        ($382,200.00). This fee constitutes payment for up to
                        thirty (30) new stores. The parties agree that the exact
                        location of any store cannot be determined. Should the
                        Company desire to utilize Hycel for additional stores
                        (more than 30 stores), the Construction Management Fee
                        will be Twelve Thousand One Hundred Thirty Three Dollars
                        ($12,133.00) per store and shall be paid 50% at the
                        start of construction and 50% upon the store opening for
                        business.

                        The Construction Management Fee outlined above shall be
                        paid as follows: Twelve (12) monthly payments of Thirty
                        One-Thousand Eight Hundred Fifty Dollars and 00/100
                        ($31,850.00) on the first of

<PAGE>

                        each month commencing January 2002 through December
                        2002. Any additional stores shall be paid as outlined
                        above.

            (b)   The fee paid under paragraph 2(a) above does not include
                  changes to existing stores or trouble shooting. If the Company
                  requests additional store design or construction services not
                  covered in the scope of this Agreement, such services will be
                  billed to the Company monthly at the rate One Hundred Four
                  Dollars ($104.00) per hour if such services are performed by a
                  senior construction staff member, at the rate of Seventy-One
                  Dollars ($71.00) per hour for a construction crew staff member
                  and at the rate of Fifty Dollars ($50.00) per hour if such
                  services are performed by support staff to the construction
                  staff member.

            (c)   The fee paid under paragraph 2(a) and 2(b) above does not
                  cover expenses. In addition, the Company shall pay all
                  out-of-pocket expenses of Hycel (including travel and other
                  travel related expenses) at their cost plus overhead at ten
                  percent (10%). Any single out-of-pocket expense item in excess
                  of $500.00 shall be pre-approved by the Company. On a monthly
                  basis, the Company will reimburse the expenses within ten (10)
                  days after receipt of an invoice.

      3.    Term

            The term of this agreement shall commence on January 1, 2002 and
            shall terminate on December 31, 2001. If Hycel's personnel have
            provided construction management or other services prior to the
            termination of this Agreement, the fees and expenses referred to
            above will be due and payable upon the completion of construction,
            as the case may be. Any of the Company's obligations that have
            accrued prior to the termination of this Agreement shall survive the
            termination of this Agreement.

      4.    Assignment

            This Agreement shall not be assigned by either the Company or Hycel
            without the prior written consent of the other party, such consent
            not to be unreasonably withheld; provided, however, if requested by
            Hycel, the Company will consent to the assignment of this Agreement
            to another entity so long as Hycel or Mark H. Zorensky owns at least
            fifty percent (50%) interest in such entity.

      5.    Disclaimer

            The Company understands that Hycel does not purport to offer
            architectural and engineering services or installation and
            construction services (collectively "Construction Services"). The
            Company shall contract for Construction Services and the Company
            shall, at its cost, defend any claims against Hycel with respect to

<PAGE>

            said Construction Services. The Company shall pay, satisfy and/or
            discharge any judgments, orders and decrees, which may be rendered
            against Hycel in connection with the foregoing.

      6.    Notices

            All notices called for hereunder shall be deemed delivered one day
            after having been posted in the United States mail, postage prepaid,
            at the address shown on the signature page of this Agreement, which
            address may be changed by either party by giving notice as called
            for herein.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first written above.

HYCEL PROPERTIES CO.                       BUILD-A-BEAR WORKSHOP, INC.

By: /s/ Mark H. Zorensky                   By:[ILLEGIBLE]
    -----------------------                   --------------
    Mark H. Zorensky                          Name:
    President                                 Title:

101 South Hanley Road, Suite 1300             1954 Innerbelt Business Center Dr.
St. Louis, MO 63105                           St. Louis, MO 63114

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