LOAN AND REAL ESTATE
SERVICES AGREEMENT 



        THIS
LOAN AND REAL ESTATE SERVICES AGREEMENT, made as of this 14th day of October, 2005 and
effective as of January 1, 2006, by and between InvestorsBank, a Wisconsin banking
organization (“Bank”), on the one hand, and The Middleton Doll Company
and Bando McGlocklin Small Business Lending Corporation (such corporations
collectively referred to herein as “Bando”), on the other hand. 



        WHEREAS,
the Bank and Bando have hereunto established a contractual relationship under a Second
Amended and Restated Management Services and Allocation of Expenses Agreement, dated as of
January 1, 2004 between such parties, in order to permit employees of the Bank to manage
the loans (i) made by Bando that are either on Bando’s balance sheet or sold by Bando
but for which Bando retains servicing obligations, if any; and (ii) originated by the Bank
or other financial institutions which are purchased by Bando (in whole or in part)
(collectively, the “Bando Loans”), to permit Bank employees to provide
accounting services to Bando, to provide leased property services to Bando and to share
certain overhead expenses as between the Bank and Bando, all in accordance with the terms
and conditions of such agreement; and 



        WHEREAS,
Bando and the Bank each possess similar loan assets requiring loan administration services
and expertise; and 



        WHEREAS,
the Bank employs persons with the necessary qualifications and expertise to manage and
provide loan administration services for the Bando Loans, to provide accounting services
to Bando and to provide leased property services; and 



        WHEREAS,
the Bank and Bando desire the Bank to provide rental space to Bando for a monthly fee as
described herein; 



        NOW,
THEREFORE, for and in consideration of the premises and mutual covenants contained in
this Agreement, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows: 



        1.    Loan
Management and Related Services to Bando.  




        The
Bank shall service and administer the Bando Loans and shall have full power and authority,
acting alone, to do any and all things in connection with such servicing and
administration which the Bank may deem necessary or desirable including, but not limited
to, the following: 



        The
Bank may waive, modify or vary any term of any Bando Loan or consent to the postponement
of strict compliance with any such term or in any manner grant indulgence to any obligor
if, in the Bank’s determination, such waiver, modification, postponement or
indulgence is in the best interests of Bando; provided, however, that,
unless the obligor is in default with respect to a Bando Loan, or such default is, in the
judgment of the Bank, imminent, the Bank may not permit any modification with respect to
any Bando Loan that would change the loan interest rate, defer or forgive the payment of
any principal or interest (unless in connection with the liquidation of the related Bando
Loan), or extend the final maturity date on such Bando Loan. All out of pocket costs
incurred by the Bank, including but not limited to, the cost of appraisals, title
insurance and attorneys’ fees shall be added to the amount owning under the related
Bando Loan. Without limiting the generality of the foregoing, the Bank shall continue and
is hereby authorized and empowered to execute and deliver on behalf of Bando all
instruments of satisfaction or cancellation, or of partial or full release, discharge and
all other comparable instruments, with respect to the Bando Loans and with respect to any
mortgaged properties or other collateral. If reasonably required by the Bank, Bando shall
furnish the Bank with any powers of attorney and other documents necessary or appropriate
to enable the Bank to carry out its servicing and administrative duties under this
Agreement. 












        In
consideration for the Bank’s loan management services to Bando under Section 1.(a),
the Bank shall charge and Bando shall pay on a monthly basis a fee equal to one twelfth of
twenty five (25) basis points multiplied by the amount of Bando Loans outstanding at the
end of the preceding month plus all of the Bank’s out of pocket expenses described in
Section 1.(a). 



        From
time to time, the Bank may sell, and Bando may purchase, participations in loans made by
the Bank. Any such participations shall be made proportionately with the face amount of
such loans and shall bear the same interest rate. No loan origination fees shall be paid
with respect to such loans. 



        2.    Leased
Property Servicing. 




        (a)              In
general, Bank shall be Bando’s agent in all matters relating to the           lease
arrangements between Bando, as property owner, and lessees (the properties
          subject to such lease arrangements being called the “Leased
          Properties”), including the collection of rents and insuring that real
          estates taxes are duly paid and that insurance coverages are maintained. Bank,
          as Bando’s agent, shall deal directly with lessees and others in all
          matters pertaining to such leases.  




        (b)              On
all properties originally acquired by Bando from Bando McGlocklin Real Estate
          Investment Corporation, Bando shall pay the Bank a monthly leased property
          servicing fee equal to one twelfth (1/12) of twenty five (25) basis points
          multiplied by Bando’s total cost of all such properties, as shown on its
          books and records.  




        (c)              On
all properties owned by Bando other than those identified in Section 2(b)
          above, Bando shall pay Bank a monthly leased property servicing fee equal to
six           percent (6%) of the rental fees received on such properties each month.  




        3.    Accounting
Services. The Bank shall provide the services of           Susan J. Hauke
to perform accounting services to Bando, which services           shall include, but not
be limited to, the following: assistance with (a) the           preparation of internal
management reports; and (b) the preparation of external           reports to shareholders
and any applicable regulatory agencies. Ms. Hauke shall           also provide accounting
services to Lee Middleton Original Dolls, Inc., which           services shall consist of
assistance in the preparation of internal management           reports and the providing
of advice on accounting matters as requested by Lee           Middleton Original Dolls,
Inc. from time to time. It is anticipated that Ms.           Hauke’s services will
be in the nature of consulting and the providing of           guidance to the new chief
financial officer of Bando, particularly with respect           to filings with the
Securities and Exchange Commission and the preparation of           the 2005 audited
financial statements of Bando.  




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        Notwithstanding
any termination provisions in this agreement to the contrary, the Bank shall provide the
services of Ms. Hauke until the earlier of June 30, 2006 or until Ms. Hauke has
performed a total of 140 hours of accounting services to Bando (and, if necessary, its
wholly owned subsidiary, Lee Middleton Original Dolls, Inc.). For the accounting services
agreed to be provided by Ms. Hauke pursuant to this Section 3, Bando shall pay Bank a
total fee of $17,500, payable pro rata on the last day of each calendar month, with the
first such payment due on January 31, 2006 and the last payment due on June 30, 2006. 



        4.    Rental
Arrangement.  




        The
Bank and Bando McGlocklin Small Business Lending Corporation agree that that certain Lease
Agreement dated October 31, 2002 between the Bank and Bando McGlocklin Small Business
Lending Corporation shall be terminated in all respects as of the close of business on
December 31, 2005. Effective January 1, 2006, the Bank shall rent to Bando, and Bando
shall rent from the Bank, an undivided portion of space occupied by Bank in the real
estate located at W239 N1700 Busse Road, Waukesha, Wisconsin (the “Rental
Premises”), which is suitable for Bando’s needs, pursuant to the following terms
and conditions: 



        (a)              Bando
shall pay to Bank a monthly fee of $3,259 on the first day of each month,
          beginning January 1, 2006, which fee shall cover rent and Bando’s
          share of real estate taxes, building-related expenses (such as, but not limited
          to, utilities, repairs and maintenance), and overhead expenses (such as, but
not           limited to, expenses for computers and office supplies, telephones,
receptionist           services and miscellaneous expenses).  




        (b)              All
payments required herein shall be made to Bank at W239 N1700 Busse
          Road, Waukesha, Wisconsin 53188, or at such other place as Bank may designate
by           written notice to Bando.  




        (c)              The
rental arrangement provided herein shall continue until the termination of           this
Agreement.  




        5.    Audits.
Bando shall have the authority to audit the activities and           services provided by
the Bank on reasonable notice to the Bank and at           Bando’s expense during
the term of this Agreement.  




        6.    Standard
of Care. The Bank shall perform its responsibilities under this           Agreement
in accordance with its usual practices and shall employ or cause to be           employed
procedures (including collection, foreclosure and foreclosed property
          management procedures) and shall exercise the same degree of care to protect
          Bando’s interest in the Bando Loans and the Leased Properties managed by
          the Bank as it does its own assets. So long as the Bank exercises such care in
          the servicing and management of the Bando Loans and the Leased Properties, it
          shall not be under any liability to Bando with respect to anything it may do or
          refrain from doing in the exercise of its judgment or which may seem to the
Bank           to be necessary or desirable in the servicing and management of the Bando
Loans           and the Leased Properties, except for its willful misconduct.  




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        7.    Representations.
Subject to Section 6 hereof, the Bank has not made and           does not make any
representations or warranties, express or implied, with           respect to, and the
Bank does not assume and has no responsibility or liability           for, the
collectibility, enforceability or the validity of any of the Bando           Loans, the
documents evidencing such loans, or the financial condition of any           borrower or
any obligor on the loans or collateral securing the loans, or other           information
furnished by the Bank to Bando nor does the Bank assume any           responsibility for
the payment of rents or other payments required to be made by           any lessee of the
Leased Properties.  




        8.    Noncompetition.
Bando agrees that, except as specifically approved in           writing by the Bank,
Bando shall not originate any loans during the term of this           Agreement and any
renewal thereof, except that Bando, through the Bank, may make           loans to then
existing Bando customers, whether by refinancing outstanding           loans, increasing
outstanding amounts or making new loans. Notwithstanding the           foregoing, Bando
may, at its option, purchase loan participations (100% or less)           from any other
lending institution, including, but not limited to, the Bank.  




        9.    Term.
The term of this Agreement shall continue on a month-to-month           basis, beginning
January 1, 2006, until terminated by either the Bank or           Bando on not less
than thirty (30) days’ written notice to the other party,           provided that
any such termination must state that it is effective as of the           last day of a
calendar month. The termination provisions contained in this           Section 9 shall be
subject to the continuing services of Ms. Hauke as           provided in Section 3
hereof. This Agreement may also be terminated at any           time by mutual written
consent of the Bank and Bando or by any party if any           other party fails to
perform as required by this Agreement. Upon termination,           Bando or its designee
shall assume all of the rights and obligations of the Bank           with respect to the
Bando Loans and the Leased Properties. The Bank shall, upon           request of Bando
but at the expense of the Bank, deliver to Bando all documents           and records
relating to the Bando Loans and the Leased Properties and an           accounting of
amounts collected and held by the Bank and otherwise use its best           efforts to
effect the orderly and efficient transfer of servicing rights and           obligations
to the assuming party.  




        10.    Books
and Records. All books and records maintained by or for Bando shall           be the
property of Bando and shall be returned or provided to Bando by the Bank
          immediately upon Bando’s request.  




        11.    Miscellaneous.  




        (a)              This
Agreement sets forth the entire understanding of the parties as to its           subject
matter and may not be modified except in writing executed by both           parties.  




        (b)              If
any provision of this Agreement is held invalid or otherwise unenforceable,           the
validity or enforceability of the remaining provisions shall not be impaired
          thereby.  




        (c)              This
Agreement shall be binding upon the successors and assigns of Bank and           Bando.  




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        (d)              This
Agreement shall be governed by and construed under the laws of the State of
          Wisconsin.  




		INVESTORSBANK
	

 	By:  /s/ George R. Schonath
		George R. Schonath, Its President
	

 	THE MIDDLETON DOLL COMPANY
	

 	By:  /s/ Susan J. Hauke
		Susan J. Hauke, Its Vice President Finance
	

 	BANDO McGLOCKLIN SMALL BUSINESS LENDING CORPORATION
	

 	By:  /s/ Susan J. Hauke
		Susan J. Hauke, Its Vice President Finance



















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