THE MIDDLETON DOLL
COMPANY 



FORM OF RESTRICTED STOCK GRANT
AGREEMENT 



	 	        THIS
RESTRICTED STOCK GRANT 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 “Executive”) effective as of ____________________ (the “Date of
Award”). 







RECITALS 



	 	        WHEREAS,
the Board of Directors of the Company (the “Board”) determined that to promote
the best interests of the Company, its subsidiaries and shareholders it was advisable to
provide opportunities for additional stock ownership by the Company’s officers and
key employees to increase their proprietary interest in the Company and their
identification with the interests of the shareholders of the Company; 







	 	        WHEREAS,
the Board authorized the Compensation Committee (the “Committee”) to grant
shares of the Company’s common stock, par value 6 2/3 cents per share (the
“Common Stock”), to certain officers and key employees, with such shares of
Common Stock to be delivered from presently authorized and issued but not outstanding
shares of Common Stock held by the Company as treasury shares; and 







	 	        WHEREAS,
the Executive is an officer or other key employee to whom the Committee desires to grant shares of
Common Stock to increase the Executive’s incentive and personal interest in the
continued success and growth of the Company. 







AGREEMENT 



        NOW,
THEREFORE, the parties agree as follows: 



		    1.        Grant
of Restricted Stock. Subject to the terms and conditions of this
               Agreement, the Committee hereby grants to the Executive __________________
               shares of Common Stock (the “Restricted Shares”).  







		    2.        Employment
by the Company. The Restricted Shares granted hereunder are                awarded on
the condition that the Executive remains employed by the Company or a
               subsidiary of the Company from the Date of Award through the vesting of
the                Restricted Shares as provided for below.However, neither such
condition                nor the award of the Restricted Shares shall impose upon the
Company any                obligation to retain the Executive in its employ for any given
period or upon                any specific terms of employment.  







		    3.        Period
of Restriction. 
















          	 	a. 	
               Vesting Period.  ________________ of the Restricted Shares will vest on each of the
               first ___________ anniversaries of the Date of Award, provided the Executive is
               employed by the Company or a subsidiary on the applicable vesting date. If the
               Executive’s employment terminates prior to the date the Restricted Shares
               are vested as a result of death or disability (within the meaning of Section
               22(e)(3) of the Internal Revenue Code of 1986, as amended from time to time (the
               “Code”)), the Restricted Shares will become fully vested on such date
               of termination. Upon any other termination of employment prior to the date the
               Restricted Shares are vested, the Executive will forfeit the Restricted Shares
               unless otherwise determined by the Board or Committee. Notwithstanding the
               foregoing, in the event of any sale of assets, merger, consolidation,
               combination or other corporate reorganization, restructuring or change of
               control of the Company (a “Change of Control”), all Restricted Shares
               shall become vested in full provided the Executive is employed by the Company or
               a subsidiary on the date of such Change of Control. 


               



          	 	b. 	
               Non-Transferability of Shares. The Executive may not sell, transfer or
               otherwise alienate or hypothecate any of the Restricted Shares until they are
               vested. 


               



          	 	c. 	
               Voting and Dividends. While the Restricted Shares are subject to
               forfeiture, the Executive may exercise full voting rights and will receive all
               dividends and other distributions paid with respect to the Restricted Shares, in
               each case so long as the applicable record date occurs before the Restricted
               Shares are forfeited. If, however, any such dividends or distributions are paid
               in shares of Common Stock, such shares will be subject to the same risk of
               forfeiture, restrictions on transferability and other terms of this Agreement as
               are the Restricted Shares with respect to which they were paid. 


               



		    4.        Restrictions
on Transfer of Shares. 







		    a.        Securities
Laws. The Executive acknowledges that he or she is acquiring                the
Restricted Shares 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 from time to time (the “Securities Act”).
The                Executive agrees and acknowledges with respect to any Restricted
Shares that                have not been registered under the Securities Act, that (i)
the Executive will                not sell or otherwise dispose of such shares except
pursuant to an effective                registration statement under the Securities 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 Restricted Shares,
the Executive agrees for himself, his                beneficiary(ies), and his heirs,
legatees and legal representatives to execute                and deliver to the Company
such investment representations and warranties, to                enter into a
restrictive stock transfer agreement, and to take or refrain from                taking
such other actions, as counsel for the Company determines may be                necessary
or appropriate for compliance with the Securities Act and any                applicable
federal or state securities laws, regardless of whether the shares                have at
that time been registered under the Securities Act or qualified under                the
securities laws of any state.  








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		    b.        The
certificate(s) for the Restricted Shares 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 “Securities Act”). These shares may not be sold, transferred or disposed of
unless they are registered under the Securities Act, or sold in a transaction that is
exempt from registration under the Securities 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 Stock
Grant Agreement, dated and effective as of ___________________.” 







		    5.       Registration.
The Restricted Shares may be evidenced in such manner as           the Committee may deem
appropriate, including, without limitation, book-entry           registration or issuance
of a stock certificate or certificates. In the event           any stock certificate is
issued, such certificate shall be registered in the           name of the Executive and
shall bear the legend provided for above.  







		    6.       Escrow/Issuance
of Shares. The Restricted Shares will be held in escrow           by the Company, as
escrow agent. The Company will give the Executive a receipt           for the Restricted
Shares held in escrow that will state that the Company holds           such shares in
escrow for the Executive’s account, subject to the terms of           this
Agreement, and the Executive will give the Company a stock power for such
          shares duly endorsed in blank which will be used in the event such shares are
          forfeited in whole or in part. As soon as practicable after the vesting date,
          the Restricted Shares will cease to be held in escrow, and certificate(s) for
          such number of shares will be delivered to the Executive or, in the case of the
          Executive’s death, to his or her beneficiary.  







		    7.       Beneficiary. The
Executive may designate one or more beneficiaries who           shall be entitled to
receive the Restricted Shares that vest upon the death of           Executive. The
Executive 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 Company. The last such designation received by the           Company
shall be controlling; provided, however, that no designation, or change           or
revocation thereof, shall be effective unless received by the Company prior           to
the Executive’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 Executive’s death, or if no designated beneficiary           survives
the Executive or if such designation conflicts with law, the           Executive’s
estate will be considered the beneficiary. If the Board or           Committee is in
doubt as to the right of any person to receive the Restricted           Shares, the
Company may refuse to issue shares to any individual, without           liability for any
interest or dividends on the underlying Common Stock, until           the Board or
Committee determines the person entitled to receive the shares, 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.  







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		    8.       Non-Transferability
of Award. This Agreement shall not be transferable           other than by will or by
the laws of descent and distribution, or pursuant to a           beneficiary designation
filed in accordance with this Agreement.  







		    9.       Tax
Withholding. To the extent that the receipt of the Restricted Shares
          results in income to the Executive for federal, state or local income tax
          purposes, the Executive shall deliver to the Company at the time the Company
(or           a subsidiary) is obligated to withhold taxes in connection with such
receipt or           vesting, as the case may be, such amount as the Company requires to
meet its           withholding obligation under applicable tax laws or regulations, and
if the           Executive fails to do so, the Company has the right and authority to
deduct or           withhold from other compensation payable to the Executive an amount
sufficient           to satisfy its withholding obligations. If the Executive does not
make an           election under Section 83(b) of the Code in connection with this
Agreement, the           Participant may satisfy the withholding requirement, in whole or
in part, by           electing to have the Company withhold for its own account that
number of           Restricted Shares otherwise deliverable to the Participant from
escrow hereunder           on the date the tax is to be determined having an aggregate
Fair Market Value on           the date the tax is to be determined equal to the minimum
statutory total tax           that the Company must withhold in connection with the
vesting of such Restricted           Shares. Such election must be irrevocable, in
writing, and submitted to the           Secretary of the Company before the applicable
vesting date. The Fair Market           Value of any fractional share of Common Stock not
used to satisfy the           withholding obligation (as determined on the date the tax
is determined) will be           paid in cash. The “Fair Market Value” of the
Common Stock shall be           determined by such methods or procedures as shall be
established from time to           time by the Board or the Committee; provided,
however, that the Fair           Market Value shall not be less than the par value of
the Common Stock; and provided further, that (a) if the Common Stock is traded on
the           over-the-counter market, then the Fair Market Value shall be the closing
sale           price for the Common Stock in the over-the-counter market on the
measurement           date (or if there was no sale of the Common Stock on such date, on
the           immediately preceding date on which there was a sale of the Common Stock),
as           reported by the National Association of Securities Dealers Automated
Quotation           System (or any successor), or (b) if the Common 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 Common Stock on the
Composite Tape           on the measurement date.  







		    10.       Failure
to Enforce Not a Waiver. The failure of the Company to enforce at           any time
any provision of this Agreement shall in no way be a waiver of such           provision
or of any other provision hereof.  







		    11.       Notices. Any
notice hereunder to the Company shall be addressed to it at           its office, 1050
Walnut Ridge Drive, Hartland, Wisconsin 53029, and any notice           hereunder to
Executive shall be addressed to him or her at the last home address           on file
with the Company. Either party may designate some other address at any           time
hereafter in writing.  








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		    12.       Adjustment
Provisions. In the event of any change in the Common Stock,           whether by
reason of a declaration of a stock dividend (other than a stock           dividend
declared in lieu of an ordinary cash dividend), spin-off, merger,
          consolidation, recapitalization, split-up, combination or exchange of shares,
or           otherwise, the aggregate number of Restricted Shares subject to this
Agreement           shall be appropriately adjusted in order to prevent dilution or
enlargement of           the benefits intended to be made available under this Agreement.  







		    13.       Severability. In
the event any provision of the Agreement is held illegal           or invalid for any
reason, the illegality or invalidity will not affect the           remaining provisions
of the Agreement, and the Agreement shall be construed and           enforced as if the
illegal or invalid provision had not been included.  







		    14.       Amendments. This
Agreement may be amended or modified at any time by an           instrument in writing
signed by the parties hereto.  







		    15.       Interpretation. As
a condition of the granting of the Restricted Shares,           the Executive agrees for
himself or herself and his or her legal heirs, legatees           or representatives,
that any dispute or disagreement that may arise under or as           a result of or
pursuant to this Agreement shall be determined by the Board or           the Committee in
its sole discretion, and any interpretation by the Board or the           Committee of
the terms of this Agreement shall be final, binding and conclusive.  







		    16.       Powers
of the Company Not Affected. The existence of this Agreement or           the
Restricted Shares herein granted shall not affect in any way the right or           power
of the Company or its shareholders 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 or consolidation           of the
Company, or any issuance of bonds, debentures, preferred, or prior           preference
stock ahead of or affecting the Common Stock or the rights thereof,           or
dissolution or liquidation of the Company, or any sale or transfer of all or
          any part of its assets or business, or any other corporate act or proceeding,
          whether of a similar character or otherwise.  







		    17.       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.  







		    18.       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.  











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        IN
WITNESS WHEREOF, the parties have executed this Restricted Stock Grant Agreement dated
and effective as of the date first above written. 




	 	
THE
MIDDLETON DOLL COMPANY








	 	
By:__________________________________ 






	 	
Its:__________________________________ 










	 	
The
undersigned hereby accepts and agrees to all the terms and provisions of the foregoing
Restricted Stock Grant Agreement.










	 	
_______________________________________
                (Executive)






	 	
Name:__________________________________ 
















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