TWELFTH AMENDMENT TO
AMENDED AND 
RESTATED CREDIT
AGREEMENT 



        THIS
TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 23, 2006,
amends and supplements that certain Amended and Restated Credit Agreement dated as of
April 30, 1999, as amended to date (the “Credit Agreement”), among LEE MIDDLETON
ORIGINAL DOLLS, INC., a Wisconsin corporation (as successor by merger to Bando Mcglocklin
Small Business Lending Corporation) (the “Company”), the financial institutions
from time to time party thereto (individually a “Lender” and collectively the
“Lenders”), and U.S. BANK NATIONAL ASSOCIATION, as agent for the Lenders (in
such capacity, the “Agent”). 



RECITAL 



        The
Company, the Lenders and the Agent desire to amend the Credit Agreement as provided below. 



AGREEMENTS 



        In
consideration of the promises and agreements set forth in the Credit Agreement, as amended
hereby, the Lenders, the Agent and the Company agree as follows: 



        1.    Definitions
and References. Capitalized terms not otherwise defined           herein have the
meanings assigned to them in the Credit Agreement. All           references to the Credit
Agreement contained in the Loan Documents shall, upon           fulfillment of the
conditions set forth in section 4 below, mean the Credit           Agreement as amended
by this Twelfth Amendment.  




        2.    Amendments
to Credit Agreement. The Credit Agreement is amended as           follows:  




	 	        (a)              The
definition of “Maturity Date” contained in section 1 is amended by
          deleting “June 23, 2006" contained therein and substituting
          “August 31, 2006” in its place.  







	 	        (b)              Notwithstanding
any other provision set forth in the Credit Agreement:  







	 	        (i)              the
Company will not request, and the Lenders are not required to fund, a           Revolving
Loan or a Swing Line Loan at any time on or after June 23, 2006 (other           than as
set forth in section 3 below);  







	 	        (ii)              the
net proceeds of any sale, transfer or other disposition of any property of           the
Company used in determining the Borrowing Base Amount shall be applied,
          immediately following receipt, as a mandatory prepayment of the Revolving
Loans;           and  

















	 	        (iii)              the
unpaid principal balance of Revolving Loans outstanding from time to time           prior
to the Maturity Date shall bear interest at the Base Rate  







	 	        (c)              Exhibit
H attached hereto shall replace its predecessor attached to the Credit
          Agreement.  







        3.    U.S
Bank as the Only Lender. Provided no Event of Default then exists, on           the
effective date of this Twelfth Amendment, U.S. Bank National Association           (“U.S.
Bank”) will make a Revolving Loan to the Company in an           aggregate amount
equal to the outstanding principal balances and all interest           accrued on the
Revolving Notes held by LaSalle Bank National Association           (“LaSalle”)
and M&I Marshall & Ilsley Bank           (“M&I”). The Company
directs the Agent to apply the proceeds of           such Revolving Loan to pay to M&I
and LaSalle the amount of principal and           accrued interest due on their
respective Revolving Notes. Upon such application,           LaSalle and M&I will no
longer be Lenders party to the Credit Agreement and           shall have no further
obligations thereunder. U.S. Bank will be the only Lender.           The Company shall
pay any fees accrued for the benefit of LaSalle and M&I           under the Credit
Agreement through such repayment date promptly after receiving           notice of the
amount due, if any. LaSalle and M&I shall, promptly after the           payment of
their respective Revolving Notes, return the original Revolving Notes           to the
Company.  




        4.    Effectiveness
of Twelfth Amendment. This Twelfth Amendment shall become           effective upon
its execution and delivery by the Company, the Lenders and the           Agent.  




        5.    Representations
and Warranties. The Company represents and warrants to           the Lenders and the
Agent that:  




	 	        (a)              The
execution and delivery of this Twelfth Amendment, and the performance by the
          Company of its obligations under the Credit Agreement as amended hereby, are
          within its corporate power, have been duly authorized by proper corporate
action           on the part of the Company, are not in violation of any existing law,
rule or           regulation of any governmental agency or authority, any order or
decision of any           court, the Articles of Incorporation or By-Laws of the Company
or the terms of           any agreement, restriction or undertaking to which the Company
is a party or by           which it is bound, and do not require the approval or consent
of the           shareholders of the Company, any governmental body, agency or authority
or any           other person or entity; and  







	 	        (b)              The
representations and warranties contained in the Loan Documents are true and
          correct in all material respects as of the date of this Twelfth Amendment
except           (i) the representations and warranties contained in section 3.3 of the
Credit           Agreement shall apply to the most recent financial statements delivered
by the           Company to the Lenders pursuant to sections 5.1 and 5.2 of the Credit
Agreement           and (ii) for changes contemplated or permitted by the Loan
Documents and,           to the Company’s knowledge, no condition exists or event or
act has           occurred that, with or without the giving of notice or the passage of
time,           would constitute an Event of Default under the Credit Agreement.  








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        6.    Costs
and Expenses. The Company agrees to pay to the Agent, on demand,           all costs
and expenses (including reasonable attorneys’ fees) paid or           incurred by
the Agent in connection with the negotiation, execution and delivery           of this
Twelfth Amendment.  




        7.    Full
Force and Effect. The Credit Agreement, as amended hereby, remains           in full
force and effect.  




        8.    Counterparts.
This Twelfth Amendment may be executed in any number of           counterparts, all of
which taken together shall constitute one agreement, and           any of the parties
hereto may execute this Ninth Amendment by signing any such           counterpart.  




[Signatures Appear on
Next Page] 


















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		LEE MIDDLETON ORIGINAL DOLLS, INC.
	

 	BY /s/ Craig Bald
		    Its_________________________________
	

 	U.S. BANK NATIONAL ASSOCIATION, as
		the Agent and a Lender
	

 	BY /s/ Jon Beggs
		    Its_________________________________
	

 	LASALLE BANK NATIONAL ASSOCIATION
	

 	BY /s/ Jeffery J. Bowden
		    Its_________________________________
	

 	M&I MARSHALL & ILSLEY BANK
	

 	BY /s/ Dan Langhoff
		    Its_________________________________
	

 	BY /s/ Phillip Koepke
		    Its_________________________________

















Signature Page Twelfth
Amendment 












EXHIBIT H 



Lenders’
Revolving Loan Commitments



Lender Revolving
Loan Commitment Percentage 







	

	Lender
	Revolving Loan

Commitment
	Percentage

	U.S. Bank National Association	$1,100,000	100.00%
	

	LaSalle Bank National Association	$0	0%
	

	M&I Marshall & Ilsley Bank	$0	0%