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                                                                EXHIBIT 10.3.2



                  DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
                                    UNDER THE
              BUILD-A-BEAR WORKSHOP, INC. 2004 STOCK INCENTIVE PLAN


         THIS AGREEMENT, made this _______ day of __________, _____, by and
between Build-A-Bear Workshop, Inc., a Delaware corporation ("Company"), and
____________ ("Optionee"),

         WITNESSETH THAT:

         WHEREAS, the Board of Directors of the Company ("Board of Directors")
has adopted the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan (the
"Plan") pursuant to which options covering an aggregate of 3,700,000 shares of
the Common Stock of the Company may be granted to employees, directors and
consultants of the Company, a parent or subsidiary, as such terms are defined in
the Plan; and

         WHEREAS, Optionee is now a director of the Company, a parent or a
subsidiary; and

         WHEREAS, the Company desires to grant to Optionee certain nonqualified
options to purchase certain shares of its stock under the terms of the Plan;

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter set forth, it is covenanted and agreed as follows:

         1. Grant Subject to Plan. This option is granted under and is expressly
subject to all the terms and provisions of the Plan, and the terms of such Plan
are incorporated herein by reference. Optionee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof.
Terms not defined herein shall have the meaning ascribed thereto in the Plan.
The Committee referred to in Section 4 of the Plan ("Committee") has been
appointed by the Board of Directors, and designated by it, as the Committee to
make grants of options.

         2. Grant and Terms of Option. Pursuant to action of the Committee,
which action was taken on ____________, _____ ("Date of Grant"), the Company
grants to Optionee the option to purchase all or any part ________ of (____)
shares of the Common Stock of the Company, of the par value of $____ per share
("Common Stock"), for a period of ten (10) years from the Date of Grant, at the
purchase price of $ _____ per share; provided, however, that the right to
exercise such option shall be, and is hereby, restricted as follows:

                  (a) No shares may be purchased prior to __________, _____;
         that at any time during the term of this option on or after __________,
         _____, Optionee may purchase up to 25% of the total number of shares to
         which this option relates; that at any time during the term of this
         option on or after __________, _____, Optionee may purchase up to an
         additional 25% of the total number of shares to which this option


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         relates; that at any time during the term of this option on or after
         __________, _____, Optionee may purchase up to an additional 25% of the
         total number of shares to which this option
         relates; and that at any time on or after __________, _____, Optionee
         may purchase up to an additional 25% of the total number of shares to
         which this option relates; so that on or after __________, _____,
         during the term hereof, Optionee will have become entitled to purchase
         the entire number of shares to which this option relates.

                  (b) Notwithstanding the foregoing, in the event of a Change of
         Control or a Public Offering (both defined below) Optionee may purchase
         100% of the total number of shares to which this option relates.

                           (1) For purposes of this Agreement, a Change in
                  Control means:

                                    (A) The purchase or other acquisition (other
                           than from the Company) by any person, entity or group
                           of persons, within the meaning of Section 13(d) or
                           14(d) of the Securities Exchange Act of 1934, as
                           amended (the "Exchange Act") (excluding, for this
                           purpose, the Company or its subsidiaries or any
                           employee benefit plan of the Company or its
                           subsidiaries), of beneficial ownership (within the
                           meaning of Rule 13d-3 promulgated under the Exchange
                           Act) of 20% or more of either the then-outstanding
                           shares of common stock of the Company or the combined
                           voting power of the Company's then-outstanding voting
                           securities entitled to vote generally in the election
                           of directors; or

                                    (B) Individuals who, as of the date hereof,
                           constitute the Board of Directors of the Company (the
                           "Board" and, as of the date hereof, the "Incumbent
                           Board") cease for any reason to constitute at least a
                           majority of the Board, provided that any person who
                           becomes a director subsequent to the date hereof
                           whose election, or nomination for election by the
                           Company's shareholders, was approved by a vote of at
                           least a majority of the directors then comprising the
                           Incumbent Board (other than an individual whose
                           initial assumption of office is in connection with an
                           actual or threatened election contest relating to the
                           election of directors of the Company, as such terms
                           are used in Rule 14a-11 of Regulation 14A promulgated
                           under the Exchange Act) shall be, for purposes of
                           this section, considered as though such person were a
                           member of the Incumbent Board; or

                                    (C) Approval by the stockholders of the
                           Company of a reorganization, merger or consolidation,
                           in each case with respect to which persons who were
                           the stockholders of the Company immediately prior to
                           such reorganization, merger or consolidation do not,
                           immediately thereafter, own more than 50% of,
                           respectively, the common stock and the combined
                           voting power entitled to vote generally in the
                           election of directors of the reorganized, merged or
                           consolidated corporation's




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                           then-outstanding voting securities, or of a
                           liquidation or dissolution of the Company or of the
                           sale of all or substantially all of the assets of the
                           Company.

                           (2) For purposes of this Agreement, a Public Offering
                  means the creation of an active trading market in Common Stock
                  by the sale of Common Stock to the public pursuant to a
                  registration statement under the Securities Act of 1933.

                  (c) In no event may this option or any part thereof be
         exercised after the expiration of ten (10) years from the Date of
         Grant.

                  (d) The purchase price of the shares subject to the option may
         be paid for (i) in cash, (ii) in the discretion of the Committee, by
         tender of shares of Common Stock already owned by Optionee, or (iii) in
         the discretion of the Committee, by a combination of methods of payment
         specified in clauses (i) and (ii), all in accordance with Section 6 of
         the Plan. Notwithstanding the preceding sentence, Optionee may request
         that the Committee agree that payment in full of the option price need
         not accompany the written notice of exercise; provided that, the notice
         of exercise directs that the certificate or certificates for the shares
         of Common Stock for which the option is exercised be delivered to a
         licensed broker acceptable to the Committee as the agent for Optionee
         and, at the time such certificate or certificates are delivered, the
         broker tenders to the Committee cash (or cash equivalents acceptable to
         the Committee) equal to the option price for the shares of Common Stock
         purchased pursuant to the exercise of the option plus the amount (if
         any) of any withholding obligations on the part of the Company. Such
         request may be granted or denied in the sole discretion of the
         Committee.

                  (e) No shares of Statutory Option Stock (as defined in Section
         424(c)(3)(B) of the Internal Revenue Code of 1986, as amended ("Code"))
         may be tendered in exercise of this option unless (i) such shares have
         been held by Optionee for at least one year, and (ii) at least two
         years have elapsed since such Statutory Option Stock was granted.

                  (f) The Optionee shall not participate in or be a party to the
         Stockholders' Agreement.

         3. Anti-Dilution Provisions. In the event that, during the term of this
Agreement, there is any change in the number of shares of outstanding Common
Stock of the Company by reason of stock dividends, recapitalizations, mergers,
consolidations, split-ups, combinations or exchanges of shares and the like, the
number of shares covered by this option agreement and the price thereof shall be
adjusted, to the same proportionate number of shares and price as in this
original agreement.

         4. Investment Purpose and Other Restrictions on Transfer. Optionee
represents that, in the event of the exercise by Optionee of the option hereby
granted, or any part


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thereof, he or she intends to purchase the shares acquired on such exercise for
investment and not with a view to resale or other distribution; except that the
Company, at its election, may waive or release this condition in the event the
shares acquired on exercise of the option are registered under the Securities
Act of 1933, or upon the happening of any other contingency which the Company
shall determine warrants the waiver or release of this condition. Optionee
agrees that the certificates evidencing the shares acquired by him or her on
exercise of all or any part of this option, may bear a restrictive legend, if
appropriate, indicating that the shares have not been registered under said Act
and are subject to restrictions on the transfer thereof, which legend may be in
the following form (or such other form as the Company shall determine to be
proper), to-wit:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933, but have been issued or transferred
         to the registered owner pursuant to the exemption afforded by Section
         4(2) of said Act. No transfer or assignment of these shares by the
         registered owner shall be valid or effective, and the issuer of these
         shares shall not be required to give any effect to any transfer or
         attempted transfer of these shares, including without limitation, a
         transfer by operation of law, unless (a) the issuer shall have received
         an opinion of its counsel that the shares may be transferred without
         requirement of registration under said Act, or (b) there shall have
         been delivered to the issuer a 'no-action' letter from the staff of the
         Securities and Exchange Commission, or (c) the shares are registered
         under said Act."

         In addition to the restrictions described above, Optionee may not sell,
pledge, transfer, donate, assign or otherwise dispose of (collectively,
"transfer"), whether voluntarily or by operation of law, any shares of Common
Stock acquired pursuant to the exercise of an option under this Agreement except
as provided in this Section 4.

                  (a) Right of First Refusal.

                           (1) If the Optionee intends to transfer any shares of
                  Common Stock pursuant to a bona fide purchase offer of an
                  offeror ("Offeror"), the Optionee shall deliver to the Company
                  a written notice (the "Notice") of such intention to transfer
                  such shares, setting forth in reasonable detail: (i) the
                  proposed price, (ii) the number of shares proposed to be
                  transferred, (iii) the other terms and conditions of the
                  proposed transfer of such shares, (iv) an offer to sell the
                  shares to the Company as provided herein and (v) the identity
                  of the Offeror. The shares proposed to be transferred are
                  hereinafter referred to as the "Offered Shares."

                           (2) The Company may elect to purchase all (but not
                  less than all) of the Offered Shares at any time during the
                  thirty (30) day period following its receipt of the Notice.
                  The Company shall be entitled to purchase the Offered Shares
                  from the Optionee at the same price and on the same terms and
                  conditions as those pursuant to which the Optionee proposes to
                  transfer the Offered Shares,



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                  as described in the Notice. If the Company fails to respond to
                  such offer within the 30-day period, it shall be deemed to
                  have rejected the offer.

                           (3) Unless the Optionee and the Company otherwise
                  agree, the closing of the purchase of the Offered Shares shall
                  take place at the principal offices of the Company at 10:00
                  a.m. on the tenth day (or if such day is not a business day on
                  the next business day) after the expiration of the 30-day
                  period. At the closing, the Optionee shall tender the Offered
                  Shares, together with appropriate instruments of transfer
                  endorsed to the Company, and the Company shall tender a
                  certified check, cashier's check or a wire transfer of
                  immediately available funds in the amount of the purchase
                  price therefor.

                           (4) If the Offered Shares are not purchased by the
                  Company pursuant to this Section 4, the Optionee shall be
                  entitled to sell all of the Offered Shares to the Offeror at
                  the price and on the terms and conditions specified in the
                  Notice, provided that such sale is consummated within
                  one-hundred twenty (120) days from the date the Notice is
                  delivered to the Company. For any sale of shares after such
                  one-hundred twenty (120) day period, the Optionee shall give a
                  new notice which shall reinstate the rights of the Company set
                  forth in this Section 4 to purchase the Offered Shares.

                  (b) Take-Along Rights. If an offeror desires to purchase all
         of the outstanding shares of Common Stock and if the owners of at least
         50% of the outstanding shares desire to make such sale, the Optionee
         agrees to sell all of his or her shares to such offeror on the terms
         and conditions approved by the owners of at least 50% of the
         outstanding shares.

                  (c) Effect of Prohibited Transfer. If any transfer of shares
         is made or attempted by an Optionee other than in accordance with the
         terms of this Agreement, the Company may refuse for any purpose to
         recognize any transferee who receives shares and any such transferee
         shall have no right to claim or retain any dividends on such shares
         which were paid or become payable subsequent to the date on which the
         prohibited transfer was made or attempted. In addition to any other
         legal or equitable rights that it may have, the Company may enforce its
         rights by specific performance to the extent permitted by law.

                  (d) Buy-Back Rights. If the Optionee's directorship terminates
         for any reason, the Optionee must, upon request by the Committee, sell
         his or her shares of Common Stock to the Company at a price equal to
         the Fair Market Value of such shares of Common Stock on the date of
         such sale. The Company shall exercise the buy-back right with respect
         to the Optionee no later than twelve (12) months after the date the
         Optionee's directorship terminates.

                  (e) Exceptions to Transfer Restrictions. Notwithstanding
         anything to the contrary in this Agreement, the restrictions upon
         transfer set forth in this Section 4



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         shall not apply to a transfer of shares of Common Stock by an Optionee
         to any of (i) the Optionee's heirs, executors, administrators or other
         personal representative upon death of the Optionee or (ii) the
         Optionee's spouse, children or grandchildren, or a trust for their or
         the Optionee's benefit; provided that, the restrictions on transfer in
         this Section 4 shall continue to apply to the shares received by any
         such permitted transferee, including without limitation that such
         permitted transferee shall not again transfer such shares except in
         accordance with this Section 4.

                  (f) Termination of Transfer Restrictions. The restrictions
         described in Sections 4(a) through 4(e) shall terminate on the earlier
         of a Public Offering of shares of Common Stock or mutual agreement of
         the parties to this Agreement.

         5. Non-Transferability. Neither the option hereby granted nor any
rights thereunder or under this Agreement may be assigned, transferred or in any
manner encumbered except by will or the laws of descent and distribution, and
any attempted assignment, transfer, mortgage, pledge or encumbrance except as
herein authorized, shall be void and of no effect. The option may be exercised
during Optionee's lifetime only by Optionee or his or her guardian or legal
representative.

         6. Termination of Service. In the event of the termination of
Optionee's directorship other than by death, the option granted may no longer be
exercised on or after the date of such termination. If the Optionee's
directorship is terminated other than for cause, the determination of which
shall be made in the sole discretion of the Committee, the option may be
exercised, to the extent it was eligible for exercise at the date of such
termination of directorship, at any time within three (3) months after such
termination, but not after ten (10) years from the Date of Grant.

         7. Death of Optionee. In the event of the death of Optionee during the
term of this Agreement and while he is a director of the Company (or its parent
or a subsidiary) or within three (3) months after the termination of his or her
directorship, this option shall become fully vested (if not already fully
vested) and may be exercised by a legatee or legatees of Optionee under his or
her last will, or by his or her personal representatives or distributees, at any
time within a period of one year after his or her death, but not after ten (10)
years from the Date of Grant, and only if he or she was entitled to exercise the
option at the date of his or her death.

         8. Shares Issued on Exercise of Option. It is the intention of the
Company that on any exercise of this option it will transfer to Optionee shares
of its authorized but unissued stock, Treasury shares, or shares acquired on the
public market, if applicable, or it will utilize any combination of authorized
but unissued shares, Treasury shares and shares acquired on the public market,
if applicable, to satisfy its obligations to deliver shares on any exercise
hereof.

         9. Committee Administration. This option has been granted pursuant to a
determination made by the Committee, and such Committee or any successor or
substitute committee authorized by the Board of Directors or the Board of
Directors itself, subject to the express terms of this option, shall have
plenary authority to interpret any provision of this option and to make any
determinations necessary or advisable for the administration of this option


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and the exercise of the rights herein granted, and may waive or amend any
provisions hereof in any manner not adversely affecting the rights granted to
Optionee by the express terms hereof.

         10. Option Not an Incentive Stock Option. It is intended that this
option shall not be treated as an incentive stock option under Section 422 of
the Internal Revenue Code of 1986, as amended.

         11. No Contract For Services. Nothing contained in this Agreement shall
be considered or construed as creating a contract for services for any specified
period of time.

         12. Severability. Any word, phrase, clause, sentence or other provision
herein which violates or is prohibited by any applicable law, court decree or
public policy shall be modified as necessary to avoid the violation or
prohibition and so as to make this Agreement enforceable as fully as possible
under applicable law, and if such cannot be so modified, the same shall be
ineffective to the extent of such violation or prohibition without invalidating
or affecting the remaining provisions herein.

         13. Non-Waiver of Rights. The Company's failure to enforce at any time
any of the provisions of this agreement or to require at any time performance by
Optionee of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this agreement, or
any part hereof, or the right of the Company thereafter to enforce each and
every provision in accordance with the terms of this agreement.

         14. Entire Agreement; Amendments. No modification, amendment or waiver
of any of the provisions of this agreement shall be effective unless in writing
specifically referring hereto, and signed by the parties hereto. This agreement
supersedes all prior agreements and understandings between Optionee and the
Company to the extent that any such agreements or understandings conflict with
the terms of this agreement.

         15. Assignment. This agreement shall be freely assignable by the
Company to and shall inure to the benefit of, and be binding upon, the Company,
its successors and assigns and/or any other entity which shall succeed to the
business presently being conducted by the Company.

         16. Choice of Forum and Governing Law. In light of the Company's
substantial contacts with the State of Missouri, the parties' interests in
ensuring that disputes regarding the interpretation, validity and enforceability
of this agreement are resolved on a uniform basis, and the Company's execution
of, and the making of, this agreement in Missouri, the parties agree that: (i)
any litigation, validity and/or enforceability of the agreement, shall be filed
and conducted exclusively in the state or federal courts in St. Louis County,
Missouri; and (ii) the agreement shall be interpreted in accordance with and
governed by the laws of the State of Delaware, without regard for any conflict
of law principles.


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         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by the undersigned officer pursuant to due authorization,
and Optionee has signed this Agreement to evidence his or her acceptance of the
option herein granted and of the terms hereof, all as of the date hereof.

                                           BUILD-A-BEAR WORKSHOP, INC.

                                           By
                                             ---------------------------------
ATTEST:

---------------------------
Secretary

                                           -----------------------------------
                                           Optionee



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