Build-A-Bear Workshop, Inc. Exhibit 10.1 to Form 8K





Exhibit 10.1






FIRST AMENDMENT TO
EMPLOYMENT, CONFIDENTIALITY AND
 NONCOMPETE AGREEMENT 



        This
First Amendment ( the “Amendment”) to the Employment, Confidentiality and
Non-compete Agreement dated 9th July 2001 (the “Agreement”) is made
effective as of the 28th day of March 2005, between BUILD-A-BEAR WORKSHOP,
INC. (“Company”) and JOHN F. BURTELOW (“Employee” or
“Mr. Burtelow”). 




Recital 



             A.   
          Company and Employee previously entered into the Agreement whereby Company hired
          Employee to provide various services to Company under the title of Chief Banker
          Bear. Company and Employee now mutually desire to amend the Agreement pursuant
          to the terms of this Amendment. 



        NOW,
THEREFORE, in consideration of the premises and agreements hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows: 



     1.    
          Section 1 of the Agreement is hereby amended to change Mr. Burtelow’s title
          to Managing Director of Accounting. Section 1 is further amended to allow for
          the Chief Financial Officer to also assign Mr. Burtelow duties. As of the date
          of the Amendment, Mr. Burtelow’s employment remains on a full-time basis.
          However, the parties hereby amend the Agreement to provide that the parties
          reserve the option to mutually agree in writing at a later date to allow Mr.
          Burtelow to work on a reduced hours basis without the requirement to formally
          amend the Agreement. For avoidance of doubt, a change to reduced hours status
          shall occur only with the mutual written consent of both parties, and the
          parties reserve the right to require other changes to this Agreement, or to
          require termination of this Agreement, in the event Mr. Burtelow shifts to
          reduced hours status. 




     2.    
          Section 3(a) of the Agreement is hereby amended to reduce Mr. Burtelow’s
          annual salary to not less than one hundred and sixty thousand dollars ($160,000)
          and to replace “annual base salary rate” with “actual annual base
          salary rate”. 




     3.    
          Section 3(b) of the Agreement is amended as follows: The parties acknowledge
          that Mr. Burtelow’s bonus for fiscal 2005 and thereafter will be determined
          on an annual basis or as otherwise determined by the Company in accordance with
          its bonus structure for all other Managing Directors of the Company, for so long
          as Mr. Burtelow remains employed on a full time basis, as defined for benefits
          purposes, in the position of Managing Director. 



     4.    
          Section 4 of the Agreement is amended as follows: Upon termination of this
          Agreement due to Mr. Burtelow’s shift to reduced hours status, the rights
          and obligations of the parties pursuant to Section 6 will also terminate and be
          rendered void ab initio. 













     5.    
          Except as expressly set forth above, the Agreement remains in full force and
          effect, in accordance with its terms. 




IN WITNESS WHEREOF, the
parties have executed this First Amendment effective as of 28 March 2005. 


	JOHN F. BURTELOW 	  	BUILD-A-BEAR WORKSHOP, INC. 






	By:	 /s/ John Burtelow 
 	  	By: 	 /s/ Maxine Clark 
 
		 John Burtelow 	  		 Maxine Clark 
Chief Executive Bear