Exhibit 10.1 




		REVOLVING CREDIT AGREEMENT	Boxes not checked 
		(Business Loans)	are inapplicable 







License Products,
Inc. And Lee Middleton Original Dolls, Inc., As Co-Borrowers 



        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.    Revolving
Loans. Customer requests that Lender lend to Customer from time
                    to time such amounts as Customer may request in accordance with this
Agreement                     (the “Loans”), and, subject to the terms of this
Agreement, Lender                     agrees to lend such amounts up to the aggregate
principal amount of                     $750,000.00 at any time outstanding (the
“Credit Limit”).                     Within the Credit Limit, Customer may
borrow, repay and reborrow under this                     Agreement. Lender is not
obligated to but may make Loans in excess of the Credit                     Limit, and in
any event Customer is liable for and agrees to pay all Loans.  




        2.                        |X|
Borrowing Base. The aggregate amount of all Loans at any time
                    outstanding under this Agreement shall never exceed the lesser of the
Credit                     Limit or the Borrowing Base described on Exhibit A.  




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




	 	(a)|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:  






	 	(b)     	Lender
shall have received copies: 






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






	 	[_] 	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 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 addresses of the representatives of Customer authorized
to sign this Agreement and the Security Documents, if any, and request Loans under this
Agreement, together with true signatures of such representatives, and of such other
matters as Lender may reasonably request.  






	 	(c)[_] 	Lender
shall have received an affidavit of sole ownership executed by the
                    sole proprietor. 






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















	 	(e)[_] 	Lender
shall have received from counsel for Customer a favorable opinion
                    satisfactory to Lender covering the matters described in sections 5(c) and
                    5(d), 5(e), 5(f) or 5(g), as applicable, and 5(k) of this Agreement
and such                     other matters as Lender may reasonably request. 






	 	(f)|X| 	Lender
shall have received a guaranty of payment of the Loans duly executed
                    by The Middleton Doll Company on WBA form 151B. 






	 	(g) 	All
proceedings taken by Customer in connection with the Loans, 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.    Loan
Procedures. Customer may obtain Loans under this Agreement as
                    provided in (a), (b) or (c) below:  




	 	(a)[_] 	Customer
shall give Lender [_] at least __________ business days’                    prior
notice or [_] __________ of any Loan requested under this Agreement,
                    specifying the date and amount of the Loan. Lender will make the Loan
available                     to Customer [_] by crediting the amount of the Loan to
Customer’s                     account (acct. no. __________) with Lender or [_] __________.
Each Loan                     which is less than the full amount available to Customer
under this Agreement                     shall be in an amount not less than ______________. 







	 	(b)[_] 	Lender
will credit Customer’s account (acct. no. __________) with
                    Lender whenever the [_] ledger [_] collected balance in the
account is                     less than $__________ on any banking day (the “Target
Amount”), for                     whatever reason. The Loan will be in an amount
within the Credit Limit and the                     Borrowing Base sufficient to increase
the balance to the Target Amount. Lender                     may decline to make any Loan
and may refuse to pay any check drawn on the                     account if the amount
available to Customer under this Agreement would not be                     sufficient to
increase the balance in the account to the Target Amount. 






	 	(c)|X| 	Lender
will make Loans available to Customer by crediting amount of Loan                     to
Customer’s account maintained with Lender. 






[_]                     Lender’s
obligation to make each Loan (including the initial Loan) is                     subject
to the further condition that Lender shall have received a certificate
                    signed by Customer, dated the date of the Loan request and stating
that the                     representations and warranties in section 5 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
Loan.  



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




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






	 	(b) 	Customer
will not use any part of the proceeds of Loans to purchase 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 and the Security Documents, and the
                    performance by Customer of its obligations under this Agreement 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, or 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 and the Security Documents, when executed                     and delivered,
will constitute the valid and binding obligations of Customer
                    enforceable in accordance with their terms. 







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	 	(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 (general or limited) 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
duly                     qualified to do business and is good standing in every
jurisdiction in which the                     nature of its business or its ownership of
property requires such qualification. 






	 	(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) 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 as set forth below Section 23. 






	 	(i) 	If
Customer is an individual, the address of Customer’s principal residence
                    is as set forth below Section 23. 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 23. 






	 	(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 Property, (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. 







3 









	 	(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 the 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. 






        6.    Fees.
Customer agrees to pay the following nonrefundable fees as a
                    condition of access to credit under this Agreement:  




	 	(a)[_] 	Commitment
fee in the amount of $n/a. 






	 	(b)[_] 	Commitment
fee in an amount equal to n/a% per year of the average daily                     unused
portion of the Credit Limit from the date of this Agreement until the
                    Termination Date specified in section 15, payable n/a. 






	 	(c)[_] 	n/a. 






        7.    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, the
                    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
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.  




        8.    Interest
Rate and Other Charges. Customer agrees to pay interest to                     Lender
on the unpaid principal balance outstanding from time to time under this
                    Agreement [Check (a) or (b); only one shall apply.]:  




	 	(a)[_] 	At
the rate of n/a% per year. 






	 	(b)|X| 	At
a rate per year equal to 2.750 percentage points over the 30
                    day LIBOR rate as published in the Wall Street Journal to be
adjusted on                     the first day of each month beginning August 1, 2007
 (“Index                     Rate”). The Index Rate may or may not be the
lowest rate charged by Lender.                     Any change in the interest rate
resulting from a change in the Index Rate shall                     become effective
without notice to Customer as of the day on which such change                     in the
Index Rate becomes effective. A change in the interest rate will apply
                    both to the outstanding principal balance and to new Loans. If the
Index Rate                     ceases to be made available to Lender during the term of
this Agreement, Lender                     may substitute a comparable index.
Notwithstanding the Index Rate, the annual                     rate of interest shall not
at any time be less than n/a%. 






Interest under (a) or (b) is computed
on the basis of the actual number of days the principal balance is unpaid based upon a
year of |X| 360 days [_] 365 days. If any payment (other than the final payment)
is not made on or before the 5th day after its due date,
Lender may collect a delinquency charge of |X| 5.00% of the unpaid amount
[_] $n/a. Unpaid principal and interest bear interest after maturity (whether by
acceleration or lapse of time) until paid at the rate |X| which would otherwise be
applicable plus 3.00 percentage points [_] of n/a% per year, computed
on the same basis. 




4 









        9.    Payment
Schedule. Customer agrees to pay to Lender the unpaid principal
                    balance and interest as follows: [Check (a), (b), (c) or (d)].  




	 	(a)[_] 	In
one payment on [_] demand [_] the Termination Date specified in
                    section 15. 






	 	(b)|X| 	In
payments of interest, beginning August 31, 2007, and on the
                    same day of each succeeding month thereafter, plus a final
payment of                     unpaid principal and interest due on the Termination Date
specified in                     section 15. 






	 	(c)[_] 	In
installments each equal to n/a% of the unpaid principal balance, plus
                    interest, beginning n/a, and on the same day of each n/a month
                    thereafter, plus a final payment of unpaid principal and interest due
on the                     Termination Date specified in section 15. 






	 	(d)[_] 	___________________________________________________






In addition, Customer shall
immediately pay any amount by which the Loans exceed the Credit Limit or the Borrowing
Base established under section 2, if any, and any prior unpaid payments. Lender is
authorized to automatically charge payments due under this Agreement to any account of
Customer with Lender. If payments are not automatically charged to Customer’s
account, payments must be made to the Lender at its address shown above and are not
credited until received in Lender’s office. Lender is authorized to make book entries
evidencing Loans and payments under this Agreement and the aggregate unpaid amount of all
Loans as evidenced by those entries is presumptive evidence that those amounts are
outstanding and unpaid to Lender. 



        10.    Covenants.
Customer shall, so long as any amounts remain unpaid, or                     Lender has
any commitment to make Loans under this Agreement:  




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







5 









	 	(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 forms (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 businesses
engaged in similar                     activities in similar geographic areas. Without
limiting this section or the                     requirements of any Security Document,
Customer will [i] 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, [ii] maintain
                    all such workers’ compensation and similar insurance as may be
required by                     law and [iii] 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. 






	 	(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)
                    |X| Maintain at all times a tangible net worth of not less than
                    $4,000,000.00.  






	 	
(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 one.  






	 	
(vi)
    [_] _______________________________________________. 






	 	(g) 	Furnish
to Lender the Borrowing Base Certificates required under Exhibit A, if
                    any. 






	 	(h) 	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)  






6 










	 	(i) 	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 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. 






	 	(j) 	Not
change its type of organization or state under whose law it is organized as
                    represented in Section 5(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. 






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






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






	 	(m) 	Timely
perform all duties and responsibilities imposed on Customer under
                    Section 5(k). 






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






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






        11.    Security
Interest. This Agreement is secured by all existing and future
                    security agreements, assignments and mortgages from Customer to
Lender, from any                     guarantor of this Agreement to Lender, and from any
other person to Lender                     providing collateral security for Customer’s
obligations, and payment of                     the Loans 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 this Agreement
against any                     deposit balances or other money now or hereafter owed to
Customer by Lender.  




        12.    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 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,                     (e) any guaranty of Customer’s
obligations under this Agreement 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;                     then, at Lender’s
option, and upon written or verbal notice to Customer,                     Lender’s
obligation to make Loans 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).  




7 










        13.    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 all Loans and the discharge and release of any
                    Security Documents.  




        14.    Venue.
To the extent not prohibited by law, venue for any legal                     proceeding
relating to enforcement of this Agreement 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.  




        15.    Termination.
Unless sooner terminated under Section 12,                     Customer’s right
to obtain Loans and Lender’s obligation to extend                     credit under
this Agreement shall terminate on the date payment is due under
                    section 9(a), if applicable, or on May 31 2008,
whichever is                     earlier (the “Termination Date”). Customer may
terminate                     Customer’s right to obtain Loans under this Agreement
at any time and for                     any reason by written notice to the Lender. Such
notice of termination signed by                     a Customer shall be binding on each
Customer who signs this Agreement.                     Termination, for whatever reason,
does not affect Lender’s rights, powers                     and privileges, nor
Customer’s duties and liabilities, with regard to the                     then
existing balance under this Agreement.  




        16.    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.  




        17.    Entire
Agreement. This Agreement, including the Exhibits attached or
                    referring to it, 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                     this Agreement except as set forth in this
Agreement and the Security Documents.  




        18.    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.  




        19.    More
Than One Customer. If more than one person signs this Agreement as
                    Customer, Lender may at its option and without notice refuse any
request for a                     Loan upon notice from any of the undersigned. Any of
the undersigned Customers                     may request Loans under this Agreement.
Each of the undersigned Customers is                     jointly and severally liable for
all Loans and other obligations under this                     Agreement.  




        20.    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,                     provided
that notice to Lender pursuant to section 15 shall not be
                    effective until received by Lender.  




        21.    Successors
and Assigns. 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.  




        22.    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.  




8 










        23.    Other
Provisions. (If none are stated below, there are no other
                    provisions.)  




Customer agrees to include a
Borrower’s Certificate with the monthly financial statements. Customer also agrees to
provide Lender with an annual audit/shareholders report. 



See attached Exhibit D. 



        Dated
as of July 27, 2007. 



		License Products, Inc. And Lee Middleton Original	 
	Town Bank (SEAL)	Dolls, As Co-borrowers	(SEAL)
	(Name of Lender)
	
By /s/ Jay C. Mack	Wisconsin Corporations
	Jay C. Mack	(Type of Organization)
	
(President/smb                                                   )
	(Title)
	
850 W. North Shore Drive
	Hartland, WI 53029	By:_______________________________________	(SEAL)
	(Lender’s Address)	See Attached Signature Page
	
 	_______________________________________	(SEAL)
	
 	_______________________________________	(SEAL)
	
 	_______________________________________	(SEAL)
	
 	1050 Walnut Ridge Drive
		Hartland, WI 53029
		(Customer’s Address)













9 













Signature Page for
License Products, Inc. and
Lee Middleton Original Dolls, Inc., as co-Borrowers 



	Borrower(s): Licensed Products, Inc.	Borrower(s): Lee Middleton Original Dolls, Inc.
	

By:  /s/ Kenneth A. Werner, Jr.	By:  /s/ Kenneth A. Werner, Jr.
	          Kenneth A. Werner, Jr., President	          Kenneth A. Werner, Jr. President & COO
	

By:  /s/ Craig R. Bald	By:  /s/ Craig R. Bald
	          Craig R. Bald, CFO	          Craig R. Bald, VP/Secretary/Treasurer
	

By:  /s/ Salvatore L. Bando	By:  /s/ Salvatore L. Bando
	          Salvatore L. Bando, CEO	          Salvatore L. Bando, Chairman & CEO