[Amended and restated
for purposes of this filing on Form 8-K] 




THE MIDDLETON DOLL
COMPANY
2003 STOCK OPTION PLAN  



Section 1. Purpose 



        The
purpose of The Middleton Doll Company 2003 Stock Option Plan (the “Plan”) is to
promote the best interests of The Middleton Doll Company, a Wisconsin corporation
(together with any successor thereto, the “Company”), its subsidiaries and
shareholders by encouraging and providing for the acquisition of an equity interest in the
Company by officers and key employees and by enabling the Company and its subsidiaries to
attract and retain the services of officers and key employees upon whose judgment,
interest, skills, and special effort the successful conduct of the operations of the
Company and its subsidiaries is largely dependent. 



Section 2. Effective Date 



        The
Plan shall become effective on February 19, 2003, subject to the approval of the Plan by
the shareholders of the Company at the Company’s 2003 Annual Shareholders Meeting. To
the extent that any stock options are granted under the Plan prior to its approval by
shareholders, the grants shall be contingent on approval of the Plan by the shareholders
of the Company. 



Section 3. Administration 



        A
committee (the “Committee”) of the Company’s Board of Directors (the
“Board”) shall administer the Plan. The Committee shall consist of not less than
two directors, each of whom shall qualify as a “non-employee director” within
the meaning of Rule 16b-3 (“Rule 16b-3”) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and as an “outside director”
under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the
“Code”), or any successor provisions thereto. If at any time the Committee shall
not be in existence, the Board shall administer the Plan. 



        Subject
to the terms of the Plan and applicable law, the Committee shall have full power and
authority to (a) interpret and administer the Plan and any instrument or agreement
relating to, or made under, the Plan; (b) establish, amend, suspend or waive any rules and
regulations related to the Plan and appoint any agents that it deems appropriate for the
proper administration of the Plan; and (c) make any other determination and take any other
action that the Committee deems necessary or desirable for the administration of the Plan.
The Committee’s decisions and determinations under the Plan need not be uniform and
may be made selectively among participants, whether or not they are similarly situated. A
majority of the members of the Committee shall constitute a quorum and all determinations
of the Committee shall be made by a majority of its members. The Committee may make any
determination under the Plan without notice or meeting of the Committee by a writing
signed by a majority of the Committee members. 



Section 4. Eligibility
and Participation 



        The
Committee, in its discretion, may designate from time to time officers and other key
employees of the Company and its subsidiaries to participate in the Plan. The Committee
shall consider such factors as it deems appropriate in selecting participants and in
determining the amount of their respective benefits. The Committee’s designation of a
participant in any year shall not require the Committee to designate such person to
receive a benefit in any other year. 












Section 5. Stock Subject
to Plan 



	 	5.1. 	Number.
Subject to adjustment as provided in Section 5.3, the                total number
of shares of Common Stock of the Company, par value 6 2/3 cents per                share
(the “Stock”), which may be issued under the Plan shall be
               250,000 shares. The shares to be delivered under the Plan may consist, in
whole                or in part, of authorized but unissued Stock or treasury Stock.
Subject to                adjustment as provided in Section 5.3, no participant
shall be granted                stock options in any single fiscal year of the Company
for more than 100,000                shares of Stock. In all cases, determinations under
this Section 5 shall be made in a manner that is consistent with the
exemption for                performance-based compensation provided by Section 162(m) of
the Code (or any                successor provision thereto) and any regulations
promulgated thereunder. 






	 	5.2. 	Unused
Stock: Unexercised Rights. If, after the effective date of the                Plan,
any shares of Stock covered by a stock option granted under the Plan, or
               to which any stock option relates, are forfeited or if a stock option
otherwise                terminates, expires, or is canceled prior to the delivery of all
of the shares                of Stock or of other consideration issuable or payable
pursuant to such stock                option, then the number of shares of Stock counted
against the number of shares                available under the Plan in connection with
the grant of such stock option,                shall again be available for the granting
of additional stock options under the                Plan. In the event the exercise
price of a stock option or tax withholding                obligations respecting such
stock option are paid in whole or in part through                the delivery (or
withholding) of shares of Stock, the shares delivered (or                withheld) in
payment of such exercise price or withholding tax obligations may                be
subject to new options under this Plan. 






	 	5.3. 	Adjustment
in Capitalization. In the event that the Committee shall                determine
that any dividend or other distribution (whether in the form of cash,
               Stock, other securities or other property), recapitalization, stock split,
               reverse stock split, reorganization, merger, consolidation, split-up,
spin-off,                combination, repurchase or exchange of Stock or other securities
of the Company,                issuance of warrants or other rights to purchase Stock or
other securities of                the Company, or other similar corporate transaction or
event affects the Stock                such that an adjustment is determined by the
Committee to be appropriate in                order to prevent dilution or enlargement of
the benefits or potential benefits                intended to be made available under the
Plan, then the Committee may, in such                manner as it may deem equitable,
adjust any or all of the (a) number of shares                of Stock subject to the Plan
(including the individual limits described in Section 5.1) and which thereafter
may be made the subject of stock                options under the Plan; (b) the number of
shares of Stock subject to outstanding                stock options; and (c) the grant,
purchase or exercise price with respect to any                stock option; or, if deemed
appropriate, make provision for a cash payment to                the holder of an
outstanding stock option in lieu of any of the foregoing                adjustments; provided,
however, that the number of shares of Stock                subject to any stock
option shall always be a whole number. 






Section 6. Term of Plan 



        The
Plan shall remain in effect until all shares reserved for issuance hereunder have been
issued, subject to earlier termination by the Board pursuant to Section 11.1.
However, unless otherwise expressly provided in the Plan or in an applicable option
agreement, any stock option theretofore granted may extend beyond such date and, to the
extent set forth in the Plan, the authority of the Committee to amend, alter, adjust,
suspend, discontinue or terminate any such stock option, or to waive any conditions or
restrictions with respect to any such stock option, and the authority of the Board to
amend the Plan, shall extend beyond such date. 




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Section 7. Stock Options 



	 	7.1. 	Grant
of Options. Options may be granted to participants at any time and
               from time to time as shall be determined by the Committee. Subject to the
limits                of Section 5.1 and Section 7.2, the Committee shall
have complete                discretion in determining the number, terms and conditions
of options granted to                a participant. All options granted shall be
non-qualified stock options. 






	 	7.2. 	Non-qualified
Stock Options. Non-qualified stock options will be                exercisable at
purchase prices of not less than One Hundred percent (100%) of                the Fair
Market Value of the Stock on the day of grant. Non-qualified stock                options
will be exercisable as determined by the Committee over not more than                ten
(10) years after the date of grant and shall terminate at such time as the
               Committee shall determine. 






	 	7.3. 	Option
Agreement. Each option granted under the Plan shall be evidenced                by an
option agreement that shall be signed by the participant and an
               appropriate officer of the Company. The option agreement shall specify the
               option price, the vesting, the duration of the option, the number of
shares of                Stock to which the option pertains and such other provisions as
the Committee                shall determine (including, without limitation, non-compete,
confidentiality or                other similar provisions or provisions relating to
transfer). 






	 	7.4. 	Fair
Market Value. The “Fair Market Value” of the Stock shall                be
determined by such methods or procedures as shall be established from time to
               time by the Committee; provided, however, that the Fair Market
Value                shall not be less than the par value of the Stock; and provided
further,                that (a) if the Stock is traded on the over-the-counter
market, then the Fair                Market Value shall be the closing sale price for the
Stock in the                over-the-counter market on the measurement date (or if there
was no sale of the                Stock on such date, on the immediately preceding date
on which there was a sale                of the Stock), as reported by the National
Association of Securities Dealers                Automated Quotation System (or any
successor), or (b) if the Stock is listed on                a national securities
exchange or national securities association, then the Fair                Market Value
shall be the closing sale price for the Stock on the Composite Tape                on the
measurement date. 






	 	7.5. 	Payment.
The Committee shall determine the methods and the forms for                payment of the
purchase price of stock options, including (a) by delivery                of cash or
previously owned shares of Stock or other securities of the Company                having
a then Fair Market Value equal to the purchase price of such shares; or                (b) by
delivery (including by means of a facsimile transmission) to the                Company
or its designated agent of an executed irrevocable option exercise form
               together with irrevocable instructions to a broker-dealer to sell or
margin a                sufficient portion of the Stock and deliver the sale or margin
loan proceeds                directly to the Company to pay the purchase price; provided
 that in no                event shall the shares of Stock to be issued upon the
exercise of the stock                options be transferred to the participant, nor shall
the participant’s name                be recorded on the Company’s shareholder
ledger as the holder of record of                such shares, until the Company has
received payment in full for such shares,                including the payment of any tax
attributable to the shares to be delivered (as                provided in Section 12).
If a facsimile transmission is used by the                participant to deliver the
executed irrevocable option exercise form and related                materials, then the
participant should mail the original executed copy of the                documents to the
Company promptly after sending the facsimile. Notwithstanding                the
foregoing provisions, the Committee may limit the ability of a participant
               to pay the exercise price by delivery of previously owned shares or other
               securities of the Company or by delivery of an executed irrevocable option
               exercise form (collectively, the “Alternative Option Exercise
               Method”), if in the opinion of the Committee, in consultation with
legal                counsel as appropriate, (a) (i) the participant is or within the six
months                preceding the exercise of the stock option was subject to reporting
under                Section 16(a) of the Exchange Act and (ii) there is a substantial
likelihood                that the Alternative Option Exercise Method could subject the
participant to a                substantial risk of short-swing profit liability under
Section 16(b) of the                Exchange Act; (b) the Alternative Option Exercise
Method could have an adverse                tax or accounting effect on the Company; or
(c) the Alternative Option Exercise                Method could subject the Company to a
risk of liability under the Exchange Act. 







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Section 8.
Transferability 



        Each
stock option granted under the Plan shall not be transferable other than by will or the
laws of descent and distribution, except that a participant may, to the extent allowed by
the Committee and in a manner specified by the committee (a) designate in writing a
beneficiary to exercise the stock option after the participant’s death or
(b) transfer any stock option. 



Section 9. Rights of
Employees 



        Nothing
in the Plan shall interfere with or limit in any way the right of the Company or any
subsidiary to terminate any participant’s employment at any time nor confer upon any
participant any right to continue in the employ of the Company or any subsidiary. 



Section 10. Change of
Control 



        In
order to preserve a participant’s rights under a stock option granted under the Plan
in the event of any sale of assets, merger, consolidation, combination or other corporate
reorganization, restructuring or change of control of the Company (“Change of
Control”), the Board in its discretion may, at the time the stock option is granted
or at anytime thereafter, take one or more of the following actions: (a) provide for
the acceleration of any time period relating to the exercise of the stock option;
(b) provide for the purchase of the stock option for an amount of cash or other
property that could have been received upon the exercise of the stock option had the
option been currently exercisable or payable; (c) adjust the terms of the stock
option in the manner determined by the Board to reflect the Change of Control;
(d) cause the stock option to be assumed, or new right substituted for the stock
option, by another entity; or (e) make such other provision as the Board may consider
equitable and in the best interests of the Company. 




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Section 11. Amendment,
Modification and Termination of Plan 



	 	11.1. 	Amendment,
Modification and Termination of Plan. The Board may at any                time amend,
alter, suspend, discontinue or terminate the Plan; provided, however, that
shareholder approval of any amendment of the Plan                shall be obtained if
otherwise required by (a) the Code or any rules promulgated                thereunder,
(b) the listing requirements of the principal national securities
               exchange, national securities association or over-the-counter market on
which                the Stock is then traded, or (c) any other applicable law. To the
extent                permitted by applicable law, the Committee may also amend the Plan,
provided that any such amendments shall be reported to the Board. Termination of
the                Plan shall not affect the right of participants with respect to stock
options                previously granted to them, and all unexpired stock options shall
continue in                force and effect after termination of the Plan except as they
may lapse or be                terminated by their own terms and conditions.
Notwithstanding the foregoing, the                Board and Committee are prohibited from
amending the provisions of the Plan that                prohibit the repricing of options
without shareholder approval. 






	 	11.2. 	Waiver
of Conditions. The Committee may, in whole or in part, waive any
               conditions or other restrictions with respect to any stock option granted
under                the Plan. 






Section 12. Taxes 



        The
Company shall be entitled to withhold the amount of any tax attributable to any shares of
Stock deliverable under the Plan after giving the person entitled to receive such shares
of Stock notice as far in advance as practicable, and the Company may defer making
delivery if any such tax may be pending unless and until indemnified to its satisfaction.
The Committee may, in its sole discretion and subject to such rules as it may adopt,
permit a participant to pay all or a portion of the federal, state and local withholding
taxes arising in connection with the exercise of a stock option under the Plan by electing
to (a) have the Company withhold shares of Stock, (b) tender back shares of Stock received
in connection with such benefit, or (c) deliver other previously owned shares of Stock, in
each case such stock having a then Fair Market Value equal to the amount to be withheld;
provided, however, that the amount to be withheld shall not exceed the
participant’s estimated minimum federal, state and local tax obligations associated
with the transaction. The election must be made on or before the date as of which the
amount of tax to be withheld is determined and otherwise as required by the Committee. The
Fair Market Value of fractional shares of Stock remaining after payment of the withholding
taxes shall be paid to the participant in cash. 



Section 13. Miscellaneous 



	 	13.1. 	Stock
Transfer Restrictions






	 	(a) 	Shares
of Stock purchased under the Plan may not be sold or otherwise disposed                of
except (i) pursuant to an effective registration statement under the
               Securities Act of 1933, as amended (the “Act”), or in a
transaction                which, in the opinion of counsel for the Company, is exempt
from registration                under the Act; and (ii) in compliance with state
securities laws. The                Committee may waive the foregoing restrictions, in
whole or in part, in any                particular case or cases or may terminate such
restrictions whenever the                Committee determines that such restrictions
afford no substantial benefit to the                Company.  







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	 	(b) 	All
certificates for shares delivered under the Plan pursuant to any option or
               the exercise thereof shall be subject to such stock transfer orders and
other                restrictions as the Committee may deem advisable under the Plan and
any                applicable federal or state securities laws, and the Committee may
cause a                legend or legends to be put on any such certificates to make
appropriate                references to such restrictions.  






	 	13.2. 	Other
Provisions. The grant of any option under the Plan may also be                subject
to other provisions (whether or not applicable to the benefit awarded to
               any other participant) as the Committee determines appropriate, including,
               without limitation provisions for (a) one or more means to enable
               participants to defer recognition of taxable income relating to stock
options or                cash payments derived therefrom, which means may provide for a
return to a                participant on amounts deferred as determined by the Committee
(provided that no such deferral means may result in an increase in the number of
               shares of Stock issuable hereunder); (b) restrictions on resale or
other                disposition; and (c) compliance with federal or state
securities laws and                any applicable national securities exchange, national
securities association or                over-the-counter market requirements. 






	 	13.3. 	No
Rights as Shareholder. No participant shall have any voting or
               dividend rights or other rights as a shareholder with respect to any
shares of                Stock subject to a stock option granted under the Plan before
the date of                transfer to the participant of a certificate or certificates
for such shares and                recording of the participant’s name on the Company’s
shareholder                ledger as the holder of record of such shares. 






	 	13.4. 	Option
Agreement. No person shall have any rights under any stock option
               granted under the Plan unless and until the Company and the participant to
whom                the stock option was granted shall have executed an option agreement
in such                form as shall have been approved by the Committee. An option
agreement shall                constitute a binding contract between the Company and the
participant, and every                participant, upon acceptance of such option
agreement, shall be bound by the                terms and restrictions of such agreement
and this Plan. 






Section 14. Legal
Construction 



	 	14.1. 	Requirements
of Law. The granting of stock options under the Plan and the                issuance
of shares of Stock in connection with the exercise of any such stock
               options are subject to all applicable laws, rules and regulations, and to
any                required approvals by any governmental agencies or national securities
exchange,                national securities association or over-the-counter market on
which the Stock                may from time to time be listed or traded. 






	 	14.2. 	Repricing Prohibited.
Notwithstanding anything in this Plan to the                contrary, and except for the
adjustments provided in Sections 5.3 and Section 10, the Committee, the
Board and each other person is prohibited                from decreasing the exercise
price for any outstanding option granted to a                Participant under this Plan
after the date of grant or allowing a Participant to                surrender an
outstanding option granted under this Plan to the Company as                consideration
for the grant of a new option with a lower exercise price. 







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	 	14.3. 	Governing
Law. The Plan and all option agreements under the Plan shall be
               construed in accordance with and governed by the laws of the State of
Wisconsin,                without reference to conflict of law principles thereof. 






	 	14.4. 	Severability.
If any provision of the Plan or any option agreement or any                stock option
(a) is or becomes or is deemed to be invalid, illegal or                unenforceable in
any jurisdiction, or as to any person or stock option, or (b)                would
disqualify the Plan, any option agreement or any stock option under any
               law deemed applicable by the Committee, then such provision shall be
construed                or deemed amended to conform to applicable laws, or if it cannot
be so construed                or deemed amended without, in the determination of the
Committee, materially                altering the intent of the Plan, any option
agreement or the stock option, such                provision shall be stricken as to such
jurisdiction, person or stock option, and                the remainder of the Plan, any
such option agreement and any such stock option                shall remain in full force
and effect. 















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