Construction Management Agreement

EXHIBIT 10.31


HYCEL PROPERTIES CO.
HYCEL RETAIL CROUP
7817 Forsyth Blvd.
St. Louis, MO 63105-3307
Telephone 314 721-4800
Facsimile 314 721-3663


CONSTRUCTION MANAGEMENT AGREEMENT


THIS AGREEMENT is made and entered into this 16th day of November 2003, by and between Hycel Properties Co., a Missouri corporation ("Hycel"), and Build-A-Bear Workshop, Inc., a Missouri Corporation (the "Company").


RECITALS


WHEREAS, Hycel and the Company have entered into an agreement for Hycel to provide real estate consulting services to the Company; and


WHEREAS, Hycel has offered to provide construction management services to the Company for the construction of the Company's Build-A-Bear Workshop stores; and


WHEREAS, the Company desires to have Hycel provide construction management services to the Company,


NOW THEREFORE, in consideration of the mutual covenants hereinafter exchanged, it is agreed as follows:


1. Construction Management Services


Hycel will provide the following services in connection with the
construction of the Company's new stores:


(a) Design/Plan Review


Hycel will work closely with the Company's architect and
engineers to assist in the development of a detailed set of
architectural and engineering drawings and specifications.
Upon receipt of the architectural and engineering drawings
from the Company's architect, as-builts from the previous
tenant build-out, landlord's tenant design criteria and the
lease sections relating to construction, Hycel's personnel
will review the drawings before submittal to the landlord and
for building permit.


(b) Bidding & Permits


Hycel will prepare bid forms and invitation to bid letters to
accompany the architectural and engineering drawings to be
distributed to selected general contractors the Company has
approved to handle the general construction of the space as
well as for all millwork, theming, signage, graphics and other
special equipment. Applications for building permits will be
made as well as the


submittal for landlord approval. Bids will be evaluated and a
recommendation will be provided to the Company. A contract
will be prepared for the general contractor with the Company's
approval.


(c) Construction Supervision


Hycel's personnel will monitor the day-to-day activities of
the general contractor and coordinate scheduling and material
and equipment deliveries. Discrepancies, field conditions and
requests for additional information will be handled and
resolved. Periodic visits to the project will be made from
pre-construction through the construction phase of the project
to monitor progress and quality.


(d) Punchlist/Close-Out


A final visit to the project will be made upon substantial
completion of construction. A punchlist will be prepared
noting all items not completed or requiring rework to make the
store ready for occupancy and operation.


(e) Pay Request Review


All requests for payment, including change orders, will be
reviewed and evaluated. Lien waivers will be obtained,
reviewed and compared to the pay requests. All required
documentation from the general contractor and equipment,
fixture and other suppliers, including the completion of
punchlist items, will be obtained. Hycel will advise the
Company that the contractor may be paid.


2. Fees and Reimbursement of Expenses


(a) As compensation for Hycel's services under this Agreement, the
Company shall pay, or cause to be paid, to Hycel a fee (the
"Construction Management Fee") of:


Two Hundred Fifty-Two Thousand Dollars ($252,000). This
fee is for up to 15 stores and a store in Manhattan, New
York, which shall count as three (3) stores for a total
of eighteen (18) new stores. The parties agree that the
exact location of any store cannot be determined. Should
the company desire to utilize Hycel for additional
stores (more than 18 stores, or 15 stores and a store in
Manhattan, New York which shall count as 3 stores), the
Construction Management Fee will be Fourteen Thousand
Dollars ($14,000) per store and shall be paid 50% at the
start of construction and 50% upon the store opening
business.


The Construction Management Fee outlined above shall be
paid as follows: Twelve (12) monthly payments of Twenty
One-Thousand and 00/100 Dollars ($21,000.00) on the
first of each month commencing January 2004 through
December 2004. Any additional stores shall be paid as
outlined above.


(b) The fee paid under paragraph 2(a) above does not include
changes to existing stores or trouble shooting. If the Company
requests additional store design or construction services not
covered in the scope of this Agreement, such services will be
billed to the Company monthly at the rate One Hundred
Twenty-Five Dollars ($ 125.00) per hour if such services are
performed by a senior construction staff member, at the rate
of Seventy-Nine Dollars ($79.00) per hour for a construction
crew staff member and at the rate of Fifty-Six Dollars
($56.00) ...