Exhibit 10.2 




		TERM CREDIT AGREEMENT	Boxes not checked are inapplicabvle.
		(Business Loans)







	The Middleton Doll Company

	 

	(Name of Customer)




The above named customer
(“Customer,” whether one or more) agrees with Town Bank 850 W. North Shore
Drive, Hartland, WI 53029 (“Lender”) as follows: 



        1.    Term
Loan. (Check (a) or (b); only one shall apply)  




        (a)    Single
Note; Multiple Advances. |_| If checked here, Customer requests           that Lender
lend to Customer from time to time such amounts as Customer may           request, in
accordance with this Agreement (the “Loan”), and subject           to the terms
of this Agreement, Lender agrees to lend such amounts up to the           aggregate
amount advanced of $n/a  (the “Credit Limit”) in one           or more
advances before n/a . Customer’s obligation to repay the           Loan shall
be evidenced by a promissory note (the “Note”) in           substantially the
form of Exhibit A attached to this Agreement with blanks           appropriately filled
in and payable to the order of Lender; provided that           Customer shall only be
obligated to pay amounts which Lender has advanced.           Amounts advanced to
Customer and repaid to Lender may not be reborrowed by           Customer under this
Agreement.  




        (b)    Multiple
Notes; Multiple Advances. |X| If checked here, and in           consideration of
extensions of credit from Lender to Customer from time to time,           Lender and
Customer agree that sections 4 through 19 of this Agreement shall           apply to each
such extension of credit unless evidenced by a document which           states it is not
subject to this Agreement. The term “Loan” includes           all such
extensions of credit. The term “Note” includes each           promissory note
evidencing Customer’s obligation to repay an extension of           Credit. This
Agreement does not constitute a commitment by Lender to make such           extensions of
credit to Customer.  




        2.    Loan
Procedures. Customer may obtain advances of the Loan under this           Agreement
by giving Lender at least ___________ business days’ prior           notice of any
advance requested, specifying the date and amount of the advance.           Lender will
make the funds available to Customer |_| by crediting the amount of           the advance
to Customer’s account (Account No. ______________) with Lender           |_| by
_________________________________. Each advance which is less than the
          remaining amount available to Customer under this Agreement shall be in an
          amount of no less than $_____________. |_| Lender’s obligation to make
each           advance is subject to the further condition that Lender shall have
received a           certificate signed by Customer, dated the date of the request for
the advance           and stating that the representations and warranties in section 4
are true and           correct as of the date of the request and that no event of default
has occurred           and is continuing or would result from such advance.  




        3.    Conditions
to Loan. Lender’s obligation to make the initial advance           of the Loan
is subject to the satisfaction of the following conditions:  




        (a)              Lender
shall have received the Note duly executed by Customer.  




        (b)              |X|
Lender shall have received the following security documents and the           additional
security documents described on Exhibit B, if any (the “Security           Documents”),
duly executed, all accompanied by the appropriate financing           statements:
______________________________________________________________________
____________________________________________________________________________________________________________  




        (c)              Lender
shall have received copies:  




	 	|X|	certified
by the Secretary of Customer of the articles of incorporation and bylaws of Customer, and
resolutions to the Board of Directors of Customer authorizing the issuance, execution and
delivery of this Agreement, the Note and the Security Documents, if any;  






	 	|_|	certified
by a general partner of Customer of the partnership agreement of Customer, and an
authorization signed by all of the general partners of Customer authorizing the issuance,
execution and delivery of this Agreement, the Note and the Security Documents, if any;  














Term Credit Agreement Cont.

Page 2 of 7 




	 	|_|	certified
by a member or manager of Customer, as appropriate, of the articles of organization and
operating agreement of Customer, and an authorization signed by a member or manager of
Customer, as appropriate, authorizing the issuance, execution and delivery of this
Agreement, the Note and the Security Documents, if any;  






	 	|_|	certified
by a trustee regarding the existence, name and other matters pertaining to the Customer
if it is a trust, and an authorization signed by all trustees of Customer authorizing the
issuance, execution and delivery of this Agreement and the Security Documents, if any:  






	 	
and
a certification of the names and titles of the representatives of Customer authorized to
sign this Agreement, the Note and the Security Documents, if any, together with true
signatures of such representatives, and of such other matters as Lender may reasonably
request. 






        (d)              |_|
Lender shall have received a statement of sole ownership executed by the           sole
proprietor.  




        (e)              |_|
Lender shall have received the following additional documentation executed           by
the trust and/or trustee: n/a.  




        (f)              |_|
Lender shall have received from counsel for Customer a favorable opinion
          satisfactory to Lender covering the matters described in sections 4(c) and
4(d),           4(e), 4(f) or 4(g), as applicable, and 4(k) of this Agreement and such
other           matters as Lender may reasonably request.  




        (g)              |X|
Lender shall have received a guaranty of payment of the Loan duly executed           by
____________           _______________________________________________________________
on WBA from           _________________.  




        (h)              All
proceedings taken by Customer in connection with the Loan, the Security
          Documents and other documents provided to Lender shall be satisfactory to
Lender           and Lender shall have received copies of all documents reasonably
required by           it.  




        4.    Representations
and Warranties. Customer represents and warrants to           Lender that on the date
of each advance of the Loan:  




        (a)              No
part of the Loan will be used for personal, family or, household purposes.  




        (b)              Customer
will not use any part of the proceeds of the Loan to purchase or carry           any
margin stock within the meaning of Regulation U of the Board of           Governors
of the Federal Reserve System.  




        (c)              The
execution and delivery of this Agreement, the Note and the Security           Documents,
and the performance by Customer of its obligations under this           Agreement, the
Note and the Security Documents, are within its power, have been           duly
authorized by proper action on the part of Customer, are not in violation           of
any existing law, rule or regulation, any order, authorization or decision of
          any court, the articles of incorporation, bylaws, articles of organization,
          operating agreement, partnership agreement, trust agreement or other governing
          documents of Customer, as applicable, of the terms of any agreement or
          restriction to which Customer is a party or by which it is bound, and do not
          require the approval or consent of any person or entity. This Agreement, the
          Note and the Security Documents, when executed and delivered, will constitute
          the valid and binding obligations of Customer enforceable in accordance with
          their terms.  




        (d)              |X|
Customer is a corporation legally organized, validly existing and in good
          standing under the laws of the State of Wisconsin and is duly qualified
          to do business and is in good standing in every jurisdiction in which the
nature           of its business or its ownership of properties requires such
qualification.  




        (e)              |_|
Customer is a n/a partnership legally organized, validly existing and           in
good standing under the laws of the State of n/a.  




        (f)              |_|
Customer is a limited liability company legally organized, validly existing           and
in good standing under the laws of the State of n/a and is duty
          qualified to do business and is in good standing in every jurisdiction in which
          the nature of its business or its ownership of property requires such
          qualification.  













Term Credit Agreement Cont.

Page 3 of 7 




        (g)          |_|
Customer is a |_| testamentary trust     n/a
                                                                                          (Probate Caption and File Number) 





                |_|
revocable living trust |_| irrevocable living trust     n/a 
                                                                                                            (Name and Address of Trust) 





                n/a     validly
existing under                   the laws of the State of n/a      and the trust has
not been revoked or terminated. 







        (h)              Customer’s
exact legal name is set forth following Section 19 below.  




        (i)              If
the Customer is an individual, the address of Customer’s principal
          residence is as set forth below Section 19. If Customer is an organization that
          has only one place of business, the address of Customer’s place of
          business, or if Customer has more than one place of business, then the address
          of Customer’s chief executive office, is as set forth below Section 19.  




        (j)              All
financial statements of Customer furnished to Lender were prepared in
          accordance with generally accepted principles of accounting consistently
applied           throughout the periods involved and are correct and complete as of
their dates.  




        (k)              (i)
There is no substance which has been, is or will be present, used, stored,
          deposited, treated, recycled or disposed of on, under, in or about any real
          estate now or at any time owned or occupied by Customer (“Property”)
          during the period of Customer’s ownership or use of the Property in a
form,           quantity or manner which if known to be present on, under, in or about
the           Property would require clean-up, removal or some other remedial action
          (“Hazardous Substance”) under any federal, state or local laws,
          regulations, ordinances, codes or rules (“Environmental Laws”); (ii)
          Customer has no knowledge, after due inquiry, of any prior use or existence of
          any Hazardous Substance on the Property by any prior owner of or person using
          the Property; (iii) without limiting the generality of the foregoing, Customer
          has no knowledge, after due inquiry, that the Property contains asbestos,
          polychlorinated biphenyl components (PCBs) or underground storage tanks; (iv)
          there are no conditions existing currently or likely to exist during the term
of           this Agreement which would subject Customer to any damages, penalties,
          injunctive relief or clean-up costs in any governmental or regulatory action or
          third-party claim relating to any Hazardous Substance; (v) Customer is not
          subject to any court or administrative proceeding, judgment, decree, order or
          citation relating to any Hazardous Substance; and (vi) Customer in the past has
          been, at the present is, and in the future will remain in compliance with all
          Environmental Laws. Customer shall indemnify and hold harmless Lender, its
          directors, officers, employees and agents from all loss, cost (including
          reasonable attorneys’ fees and legal expenses), liability and damage
          whatsoever directly or indirectly resulting from, arising out of, or based upon
          (1) the presence, use, storage, deposit, treatment, recycling or disposal, at
          any time, of any Hazardous Substance described above on, under, in or about the
          Property, or the transportation of any Hazardous Substance to or from the
          Properly, (2) the violation or alleged violation of any Environmental Law,
          permit, judgment or license relating to the presence, use, storage, deposit,
          treatment, recycling or disposal of any Hazardous Substance on, under, in or
          about the Property, or the transportation of any Hazardous Substance to or from
          the Property, (3) the imposition of any governmental lien for the recovery of
          environmental clean-up costs expended under any Environmental Law, or (4)
breach           of this representation or warranty. Customer shall immediately notify
Lender in           writing of any governmental or regulatory action or third-party claim
instituted           or threatened in connection with any Hazardous Substance on, in,
under or about           the Property.  




        (l)              There
is no litigation or administrative proceeding pending or, to the knowledge           of
Customer, threatened against Customer which might result in any material
          adverse change in the business or condition of Customer.  




        (m)              There
are no unpaid wages due employees of Customer and there are no outstanding
          liens against assets of Customer for unpaid wages due employees of Customer.  












Term Credit Agreement Cont.

Page 4 of 7 



        5.    Capital
Adequacy. If Lender shall determine that any existing or future           law, rule,
regulation, directive, interpretation, treaty or guideline regarding           capital
adequacy (whether or not having the force of law) increases or would           increase,
from that required on the date of this Agreement, the amount of           capital
required or expected to be maintained by Lender, or any corporation           controlling
Lender, and if such increase is based upon the existence of           Lender’s
obligations under this Agreement and other commitments of this           type, then from
time to time, within ten days after demand from Lender, Customer           shall pay to
Lender such amount or amounts as will compensate Lender for           expenses or costs
required to meet such increased capital requirement. For           purposes of
calculating the amount of compensation required, Lender, or any           corporation
controlling Lender, may conclusively be deemed to have maintained           the minimum
amount of capital required on the date of this Agreement, and may           base such
compensation on the assumption that Lender (or such corporation) will           need to
increase its capital from such minimum amount to the new required           amount. The
determination of any amount to be paid by Customer under this           section shall
take into consideration the policies of Lender, or any corporation           controlling
Lender, with respect to capital adequacy and shall be based upon any           reasonable
method of attribution. A certificate of Lender setting forth such           amount or
amounts as shall be necessary to compensate Lender as specified in           this section
shall be delivered to Customer and shall be conclusive absent           manifest error.  




        6.    Interest
Rate. Customer agrees to pay interest to Lender on the unpaid           principal
balance outstanding from time to time on the Loan in accordance with           the Note.  




        7.    Payment
Schedule. Customer agrees to pay to Lender the unpaid principal           balance and
interest in accordance with the Note.  




        8.    Covenants.
Customer shall, so long as any amounts remain unpaid:  




        (a)              Furnish
to Lender, as soon as available, such financial information respecting           Customer
as Lender from time to time requests, and without request furnish lo           Lender:  




	 	(i) 	Within
120 days after the end of each fiscal year of Customer a balance           sheet
of Customer as of the close of such fiscal year and related statements of
          income and retained earnings and cash flow for such year all in reasonable
          detail and satisfactory in scope to Lender, prepared in accordance with
          generally accepted principles of accounting applied on a consistent basis,
          either |_| (1) |_| compiled |_| reviewed |_| audited by an independent
certified           public accountant acceptable to Lender, or |X| (2) certified by he
chief           financial representative of Customer, and  






	 	(ii) 	Within
30 days after the end of each succeeding month a balance           sheet of
Customer as of the end of such month and related statements of income           and
retained earnings and cash flow for the period from the beginning of the           fiscal
year to the end of such month, prepared in accordance with generally           accepted
principles of accounting applied on a consistent basis, certified,           subject to
normal year-end adjustments, by an officer or partner of Customer.  






	 	
Customer
shall furnish to Lender such reports regarding the payment of wages to employees of
Customer and the number of employees of Customer as Lender may from time to time request,
and without request shall furnish to Lender a written report immediately upon any
material increase in the number of employees of Customer, the failure of Customer to pay
any wages when due to employees of Customer or the imposition of any lien against the
assets of Customer for unpaid wages due employees of Customer. 






        (b)              Keep
complete and accurate books of records and accounts and permit any
          representatives of Lender to examine and copy any of the books and to visit and
          inspect any of Customer’s tangible or intangible properties as often as
          desired.  




        (c)              Maintain
insurance coverage in the form (together with any lender’s loss           payee
clause requested by Lender), amounts and with companies which would be           carried
by prudent management in connection with similar businesses engaged in           similar
activities in similar geographic areas. Without limiting this section or           the
requirements of any Security Document, Customer will [a] keep all its           physical
property insured against fire and extended coverage risks in amounts           and with
deductibles at least equal to those generally maintained by businesses           engaged
in similar activities in similar geographic areas, [b] maintain all such           workers’ compensation
and similar insurance as may be required by law and           [c] maintain, in amounts
and with deductibles at least equal to those generally           maintained by businesses
engaged in similar activities in similar geographic           areas, general public
liability insurance against claims for bodily injury,           death or property damage
occurring on, in or about the properties of Customer,           business interruption
insurance and product liability insurance.  











Term Credit Agreement Cont.

Page 5 of 7 




        (d)              Pay
and discharge all lawful taxes, assessments and governmental charges upon
          Customer or against its properties prior to the date on which penalties attach,
          unless and to the extent only that such taxes, assessments and charges are
          contested in good faith and by appropriate process by Customer.  




        (e)              Do
all things necessary to maintain its existence, to preserve and keep in full
          force and effect its rights and franchises necessary to continue its business
          and comply with all applicable laws, regulations and ordinances.  




        (f)              Timely
perform and observe the following financial covenants, all calculated in
          accordance with generally accepted principles of accounting applied on a
          consistent basis:  




	 	(i) 	|_|
Maintain at all times an excess of current assets over current liabilities           of
not less than $_______________________.  






	 	(ii) 	|_|
Maintain at all times a tangible net worth of not less than
          $____________________.  






	 	(iii) 	|_|
Not make any expenditures for fixed or capital assets which would cause the
          aggregate of all such expenditures to exceed $__________ during any fiscal
year.  






	 	(iv) 	|_|
Maintain at all times a ratio of current assets to current liabilities of           not
less than _____________ to one.  






	 	(v) 	|_|
Maintain at all times a ratio of total liabilities to tangible net worth of           not
greater than to ______________ to one.  






        (g)              Not
create or permit to exist any lien or encumbrance with respect to           Customer’s
properties, except liens in favor of Lender, liens for taxes if           they are being
contested in good faith by appropriate proceedings and for which           appropriate
reserves are maintained, liens or encumbrances permitted under any           Security
Document and 
_________________________________________________________________ 
(If
left blank, no other permitted liens or encumbrances)





        (h)              Not
take any action or permit any event to occur which materially impairs           Customer’s
ability to make payments under this Agreement when due. Such           events include
without limitation, the fact that Customer, Customer’s           spouse or any
surety for Customer’s obligations under this Agreement or the           Note ceases
to exist, dies, changes marital status or domicile or becomes           insolvent or the
subject of bankruptcy or insolvency proceedings or that any           guaranty of Customer’s
obligations under this Agreement is revoked or           becomes unenforceable for any
reason.  




        (i)              Not
change its type of organization or state under whose law it is organized as
          represented in Section 4(d), (e) or (f) and shall preserve its organizational
          existence and shall not, in one transaction or in a series of related
          transactions, merge into or consolidate with any other organization, change its
          legal structure or sell all or substantially all of its assets.  




        (j)              Not
change its legal name without providing at least 30 days prior written           notice
of the change to Lender.  




        (k)              Not
change its address without providing at least 30 days prior written notice           of
the change to Lender.  




        (l)              Timely
perform all duties and responsibilities imposed on Customer under Section           4(k).  




        (m)              Customer
shall pay all wages when due employees of Customer and shall not permit           any
lien to exist against the assets of Customer for unpaid wages due employees           of
Customer.  












Term Credit Agreement Cont.

Page 6 of 7 




        (n)              |X|
Unless otherwise consented to in writing by Lender, timely perform and           observe
all additional covenants described on Exhibit C.  




        9.    Security
Interest. The Note is secured by all existing and future           security
agreements, assignments and mortgages from Customer to Lender, from any
          guarantor of this Agreement or the Note to Lender, and from any other person to
          Lender providing collateral security for Customer obligations, and payment of
          the Loan may be accelerated according to any of them. Unless a lien would be
          prohibited by law or would render a nontaxable account taxable, Customer also
          grants to Lender a security interest and lien in any deposit account Customer
          may at any time have with Lender. Lender may at any time after the occurrence
of           an event of default set-off any amount unpaid under the Note against any
deposit           balances or other money now or hereafter owed to Customer by Lender.  




        10.    Default
and Acceleration. Upon the occurrence of any one or more of the           following
events of default: (a) Customer fails to pay any amount when due under           this
Agreement or the Note or under any other instrument evidencing any           indebtedness
of Customer, (b) any representation or warranty made under this           Agreement or
information provided by Customer in connection with this Agreement           is or was
false or fraudulent in any material respect, (c) a material adverse           change
occurs in Customer’s financial condition, (d) Customer fails to           timely
observe or perform any of the covenants or duties contained in this           Agreement
or the Note, (e) any guaranty of Customer’s obligations under the           Note is
revoked or becomes unenforceable for any reason or any such guarantor           dies,
ceases to exist, or becomes the subject of any bankruptcy or insolvency
          proceeding, or (f) an event of default occurs under any Security Document or
the           Note;  




then, at Lender option, and upon
written or verbal notice to Customer, Lender’s obligation to make the Loan under this
Agreement shall terminate and the total unpaid balance shall become immediately due and
payable without presentment, demand, protest, or further notice of any kind, all of which
are hereby expressly waived by Customer. Lender’s obligation to make loans under this
Agreement shall automatically terminate and the total unpaid balance shall automatically
become due and payable in the event Customer becomes the subject of bankruptcy or other
insolvency proceedings. Lender may waive any default without waiving any other subsequent
or prior default. Customer agrees to pay Lender’s costs of administration of this
Agreement. Customer also agrees to pay all costs of collection before and after judgment,
including reasonable attorneys’ fees (including those incurred in successful defense
or settlement of any counterclaim brought by Customer or incident to any action or
proceeding involving Customer brought pursuant to the United States Bankruptcy Code). 



        11.    Venue.
To the extent not prohibited by law, venue for any legal           proceeding relating to
enforcement of this Agreement or the Note shall be, at           Lender’s option,
the county in which Lender has its principal office in           this state, the county
in which Customer resides, or the county in which this           Agreement was executed
by Customer.  




        12.    Indemnification.
Customer agrees to defend, indemnify and hold harmless           Lender, its directors,
officers, employees and agents, from and against any and           all loss, cost,
expense, damage or liability (including reasonable           attorneys’ fees)
incurred in connection with any claim, counterclaim or           proceeding brought as a
result of, arising out of or relating to any transaction           financed or to be
financed, in whole or in part, directly or indirectly, with           the proceeds of any
Loan or the entering into and performance of this Agreement           or any document or
instrument relating to this Agreement by Lender or the           activities of Customer.
This indemnity will survive termination of this           Agreement, the repayment of the
Loan and the discharge and release of any           Security Documents.  




        13.    Amendment.
No amendment, modification, termination or waiver of any           provision of this
Agreement shall in any event be effective unless it is in           writing and signed by
Lender, and then such waiver or consent shall be effective           only in the specific
instance and for the specific purposes for which given.  




        14.    Entire
Agreement. This Agreement, including the Exhibits attached or           referring to
it, the Note and the Security Documents, are intended by Customer           and Lender as
a final expression of their agreement and as a complete and           exclusive statement
of its terms, there being no conditions to the full           effectiveness of their
agreement except as set forth in this Agreement, the Note           and the Security
Documents.  




        15.    No
Waiver; Remedies. No failure on the part of Lender to exercise, and no
          delay in exercising, any right, power or remedy under this Agreement shall
          operate as a waiver of such right, power or remedy; nor shall any single or
          partial exercise of any right under this Agreement preclude any other or
further           exercise of the right or the exercise of any other right. The remedies
provided           in this Agreement are cumulative and not exclusive of any remedies
provided by           law.  












Term Credit Agreement Cont.

Page 7 of 7 



        16.    Notice.
Except as otherwise provided in this Agreement, all notices           required or
provided for under this Agreement shall be in writing and mailed,           sent or
delivered, if to Customer, at any Customer’s last known address as           shown
on the records of Lender, and if to Lender, at its address shown below,           or, as
to each party, at such other address as shall be designated by such party           in a
written notice to the other party. All such notices shall be deemed duly           given
when delivered by hand or courier, or three business days after being           deposited
in the mail (including any private mail service), postage prepaid.  




        17.    Persons
Bound. Each of the undersigned Customers is jointly and severally           liable
for all Loans and other obligations under this Agreement. This Agreement           shall
be binding upon and inure to the benefit of Lender and Customer and their
          respective heirs, personal representatives, successors and assigns except that
          Customer may not assign or transfer any of Customer’s rights under this
          Agreement without the prior written consent of Lender.  




        18.    Interpretation.
The validity, construction and enforcement of this           Agreement are governed by
the internal laws of Wisconsin except to the extent           such laws are preempted by
federal law. Invalidity of any provision of this           Agreement shall not affect the
validity of any other provisions of this           Agreement.  




        19.    Other
Provisions. (If no other provisions are staled below, there are no           other
provisions.) Customer agrees to provide Lender with a current annual
          audit/shareholder report within sixty (60) days of each year end.  



	Dated as of October 1, 2007	The Middleton Doll Company	(SEAL)
	
 	A Wisconsin Corporation
		(Type of Organization)
	
Town Bank             (SEAL)	By: /s/ Salvatore Bando	(SEAL)
	(Name of Lender)	Salvatore Bando, President/CEO
	
By /s/ Jay C. Mack	By: /s/ Craig R. Bald	(SEAL)
	Jay C. Mack	Craig R. Bald, Secretary/Treasurer/CFO
	
(President                            )	____________________________________	(SEAL)
	                    (Title)	
	
850 W. North Shore Drive
	Hartland, WI 53029	____________________________________	(SEAL)
	(Lender’s Address)
	
 	1050 Walnut Ridge Drive
		Hartland, WI 53029
		(Customer’s Address)