0000912960-02-000002 Sample Contracts

The Vermont Teddy Bear Company, Inc. Shelburne, Vermont 05482
Vermont Teddy Bear Co Inc • February 14th, 2002 • Dolls & stuffed toys

This letter is to follow up on recent discussions by the Board and confirms our agreement concerning the terms of your continued employment by The Vermont Teddy Bear Co., Inc. (the "Company"). Except as specifically set forth in this letter, this agreement is intended to supersede all of your prior or existing employment agreements. Our agreement is as follows:

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WARRANT REPURCHASE AGREEMENT
Warrant Repurchase Agreement • February 14th, 2002 • Vermont Teddy Bear Co Inc • Dolls & stuffed toys • Vermont

This Warrant Repurchase Agreement (the "Agreement") is made as of the 15th day of January, 2002, by and between The Vermont Teddy Bear Co., Inc., a New York corporation with its principal place of business at 6655 Shelburne Road, Shelburne, Vermont 05482 (the "Company") and TSG Equity Partners LLC (formerly known as The Shepherd Group, LLC), a Massachusetts limited liability company with its principal offices at 636 Great Road, Stow, Massachusetts 01755 ("TSG").

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