THE MIDDLETON DOLL
COMPANY 



FORM OF NON-QUALIFIED STOCK
OPTION AGREEMENT 



        THIS
NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered
into by and between The Middleton Doll Company, a Wisconsin corporation (the
“Company”), and the person whose signature is set forth on the signature page
hereof (the “Participant”) effective as of ___________________. 



RECITALS 



        WHEREAS,
the Company has adopted The Middleton Doll Company 2003 Stock Option Plan (the
“Plan”), which provides for the grant of options to officers and other key
employees of the Company and its subsidiaries, each as designated by an appropriate
committee of the Company’s Board of Directors, as provided in the Plan (the
“Committee”), to participate in the Plan; 



        WHEREAS,
the Participant is an officer or other key employee that the Committee has designated to
participate in the Plan; and 



        WHEREAS,
the Company wishes to grant to the Participant an option to purchase the Company’s
common stock, par value 6 2/3 cents per share (the “Common Stock”), on the terms
and conditions specified herein to provide a means for the Participant to participate in
the future growth of the Company and to increase the Participant’s incentive and
personal interest in the continued success and growth of the Company. 



AGREEMENT 



        NOW,
THEREFORE, the parties agree as follows (any capitalized terms used herein but not
defined herein shall have the respective meanings given in the Plan): 



        1.    Option.  




            a.    Grant.
Subject to the terms and conditions of this Agreement and the           Plan, the Company
hereby grants to the Participant a Non-Qualified Stock Option           to purchase all
or any part of the shares of Common Stock set forth on the           signature page
hereof (the “Shares”), at the exercise price set forth           on the
signature page hereof (collectively, the “Option”).  




            b.    Term.
The term of the Option shall expire at 11:59 p.m., Wisconsin time,           on the date
immediately preceding the tenth anniversary of the date of grant of           the Option.  













            c.    Vesting.
_____________ percent (___%) of the Option shall vest on each of           the first _____
(__) anniversaries of the grant date.  




        2.    Exercise.
The Option may not be exercised prior to the date it is vested           or after the
term of the Option has expired. The Participant may, subject to the           limitations
of this Agreement and the Plan, exercise all or any portion of the           Option that
has vested pursuant to Section 1 hereof by providing written notice           of exercise
to the Company specifying the number of Shares with respect to which           the Option
is being exercised, which shall be accompanied by payment of the           exercise price
for such Shares. The exercise price shall be paid as provided in           the Plan. No
portion of the Option may be exercised after it has expired           pursuant to Section
1 hereof.  




        3.    Termination
of Employment. 




            a.              If
the employment of the Participant terminates by reason of death or           disability,
any unvested portion of the Option shall vest in full upon the           Participant’s
death, and the Participant’s Beneficiary (as hereinafter           defined) may
exercise the Option for a period of one year after the date of           death or date of
disability and not thereafter; provided, however,           that no Option
or portion thereof shall be exercisable after it has expired           pursuant to
Section 1 hereof. For purposes of this Agreement, the term           “disability” shall
mean a total and permanent disability as determined           by the Committee in its
sole discretion.  




            b.              If
the employment of the Participant terminates for any reason other than death           or
disability, the Participant (or his or her legal representative) may exercise
          any portion of the Option that has vested pursuant to Section 1 hereof for a
          period of three months after the date of such termination of employment and not
          thereafter; provided, however, that no Option or portion thereof
          shall be exercisable after it has expired pursuant to Section 1 hereof.  




            4.    Change
of Control. 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 of           Directors
in its discretion may take one or more of the following actions:           (a) provide
for the acceleration of any time period relating to the           exercise of the Option;
(b) provide for the purchase of the Option for an           amount of cash or other
property that could have been received upon the exercise           of the Option had the
Option been currently exercisable or payable;           (c) adjust the terms of the
Option in the manner determined by the Board of           Directors to reflect the Change
of Control; (d) cause the Option to be           assumed, or new right substituted
for the Option, by another entity; or           (e) make such other provision as the
Board of Directors may consider           equitable and in the best interests of the
Company.  




        5.    Withholding.
The Company may withhold the amount of any tax attributable           to any Shares
deliverable under the Plan after giving the Participant 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 the Participant to pay all or a portion of the federal, state and
local           withholding taxes arising in connection with the exercise of the Option
by           electing to (a) have the Company withhold shares of Common Stock, (b) tender
          back shares of Common Stock received in connection with such benefit, or (c)
          deliver other previously owned shares of Common Stock, in each case such stock
          having a then Fair Market Value (as defined in the Plan) 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 Common Stock remaining after payment of the withholding
taxes shall be           paid to the Participant in cash.  





-2- 









        6.    Non-Transferability.
The Participant shall have no rights to sell,           assign, transfer, pledge, assign
or otherwise alienate the Option under this           Agreement, except by will or by the
laws of descent and distribution or pursuant           to a qualified domestic relations
order as defined by the Code (as defined in           the Plan) or Title I of ERISA, or
the rules thereunder, and any such attempted           sale, assignment, transfer, pledge
or other conveyance shall be null and void.           The Option shall be exercisable
during the Participant’s lifetime only by           the Participant (or his or her
legal representative).  




        7.    Beneficiary.
The person whose name appears on the signature page hereof           after the caption
“Beneficiary” or any successor designated by the           Participant in
accordance herewith (the person who is Participant’s           Beneficiary at the
time of his or her death is referred to as the           “Beneficiary”) shall
be entitled to exercise the Option, to the extent           it is exercisable, after the
death of the Participant. The Participant may from           time to time revoke or
change his or her Beneficiary designation without the           consent of any prior
Beneficiary by filing a new designation with the Board of           Directors. The last
such designation received by the Board of Directors shall be           controlling; provided,
however, that no designation, or change or           revocation thereof, shall be
effective unless received by the Board of Directors           prior to the Participant’s
death, and in no event shall any designation be           effective as of a date prior to
such receipt. If no Beneficiary designation is           in effect at the time of the
Participant’s death, or if no designated           Beneficiary survives the
Participant or if such designation conflicts with law,           the Participant’s
estate shall be entitled to exercise the Option, to the           extent it is
exercisable after the death of the Participant. If the Committee is           in doubt as
to the right of any person to exercise the Option, then the Company           may refuse
to recognize such exercise, without liability for any interest or           dividends on
the underlying Shares, until the Board of Directors determines the           person
entitled to exercise the Option, or the Company may apply to any court of
          appropriate jurisdiction and such application shall be a complete discharge of
          the liability of the Company therefor.  




        8.    Securities
Law Restrictions. The Participant acknowledges that he or she           is acquiring
the Option and the Shares purchasable pursuant to the Option for           investment
purposes only and not with a view to resale or other distribution           thereof to
the public in violation of the Securities Act of 1933, as amended           (the “Act”).
The Participant agrees and acknowledges with respect to           any Shares that have
not been registered under the Act, that (i) Participant           will not sell or
otherwise dispose of such Shares except pursuant to an           effective registration
statement under the Act and any applicable state           securities laws, or in a
transaction which in the opinion of counsel for the           Company, is exempt from
such registration, and (ii) a legend will be placed on           the certificates for the
Shares to such effect. As further conditions to the           issuance of the Shares, the
Participant agrees for himself or herself, and his           or her heirs, legatees and
legal representatives, prior to such issuance to           execute and deliver to
the Company such investment representations and           warranties, and to take such
other actions, as counsel for the Company           determines may be necessary or
appropriate for compliance with the Act and any           applicable securities laws.  





-3- 









        Unless
otherwise determined by the Board of Directors, the Participant agrees that any
certificate representing shares of Common Stock acquired upon exercise of the Option shall
bear the following legend: 



	 	
“The
shares of Common Stock represented by this certificate are restricted securities as that
term is defined under Rule 144 promulgated under the Securities Act of 1933, as amended
(the “Act”). These shares may not be sold, transferred or disposed of unless
they are registered under the Act, or sold in a transaction that is exempt from
registration under the Act and any applicable state securities laws. Any sale,
assignment, exchange, gift, transfer or other disposition of the Common Stock represented
by this certificate is subject to the terms and conditions of a Non-Qualified Stock
Option Agreement, dated and effective as of __________________ and The Middleton Doll Company
2003 Stock Option Plan.” 






        9.    Limited
Interest.  




            a.              The
grant of the Option shall not be construed as giving the Participant any
          interest other than as provided in this Agreement.  




            b.              The
Participant shall not have any voting or dividend rights or other rights as           a
shareholder with respect to the Shares 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.  




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




            d.              The
grant of the Option shall not affect in any way the right or power of the
          Company to make or authorize any or all adjustments, recapitalizations,
          reorganizations, or other changes in the Company’s capital structure or
its           business, or any merger, consolidation or business combination of the
Company,           or any issuance or modification of any term, condition, or covenant of
any bond,           debenture, debt, preferred stock or other instrument ahead of or
affecting the           Shares or the rights of the holders thereof, or the dissolution
or liquidation           of the Company, or any sale or transfer of all or any part of
its assets or           business or any other Company act or proceeding, whether of a
similar character           or otherwise.  




-4- 










        10.    Incorporation
by Reference. The terms of the Plan to the extent not           stated herein are
expressly incorporated herein by reference and in the event of           any conflict
between this Agreement and the Plan, the Plan shall govern.  




        11.    Governing
Law. This Agreement shall be construed in accordance with and           governed by
the laws of the State of Wisconsin, without reference to conflict of           law
principles thereof.  




        12.    Amendment.
This Agreement may not be amended, modified, terminated or           otherwise altered
except by the written consent of the parties hereto.  




        13.    Counterparts.
This Agreement may be executed in one or more counterparts,           each of which shall
be deemed to be an original but all of which together will           constitute one and
the same instrument.  




        14.    Severability.
If any provision of this Agreement, the Option or the Plan           (a) is or becomes or
is deemed to be invalid, illegal or unenforceable in any           jurisdiction, or as to
the Participant or the Option, or (b) would disqualify           this Agreement, the
Option or the Plan 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 this           Agreement, the Option
or the Plan, then such provision shall be stricken as to           such jurisdiction, the
Participant or the Option, and the remainder of this           Agreement, the Option and
the Plan shall remain in full force and effect.  




[REMAINDER OF PAGE
INTENTIONALLY BLANK] 









-5- 









        IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly
authorized officer and the Participant has hereunto affixed his or her hand, dated and
effective as of the date first set forth above. 



		THE MIDDLETON DOLL COMPANY
		(“Company”)
	

 	By:_________________________________
	
 	Its:_________________________________
	

 	(“Participant”)
	

 	___________________________________
	
 	Name:______________________________
	

Date of Agreement:  ________________	Grant Date:  ________________
	

Exercise Price Per Share: ______________	Option Expiration Date: _____________
	

No. of Shares: ______________
	
Beneficiary: ____________________________	Address of Beneficiary:
		___________________________________
		___________________________________
	
Beneficiary Tax Identification No.:
	______________________________________








-6-