0000912960-05-000020 Sample Contracts

The Vermont Teddy Bear Co., Inc.
Lease Agreement • April 29th, 2005 • Vermont Teddy Bear Co Inc • Dolls & stuffed toys

Reference is made to that certain Lease Agreement dated as of July 10, 1997 by and between THE VERMONT TEDDY BEAR CO., INC., a New York corporation ("Tenant") and URSA (VT) QRS 12-30, INC., a Vermont corporation ("Landlord") having an address c/o W.P. Carey & Co., LLC, 50 Rockefeller Plaza, 2nd Floor, New York, NY 10020 for property situate in Shelburne, Vermont (the "Premises") which Lease Agreement was amended by that certain First Amendment to Lease Agreement between Landlord and Tenant and dated as of July 17, 2000, and further amended by that certain Second Amendment to Lease Agreement between Landlord and Tenant and dated as of April 18, 2002, and further amended by that certain Third Amendment to Lease Agreement between Landlord and Tenant and dated as of September 30, 2002, and further amended by that certain Fourth Amendment to Lease Agreement between Landlord and Tenant and dated as of August 29, 2003, and by that certain Fifth Amendment to Lease Agreement between Landlord an

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Banknorth, National Association
Loan Agreement • April 29th, 2005 • Vermont Teddy Bear Co Inc • Dolls & stuffed toys

Reference is made to (i) the Loan Agreement, dated September 27, 2002, between The Vermont Teddy Bear Co., Inc., a New York corporation (the "Borrower"), and Banknorth, National Association, a national banking association (the "Bank"), as amended by Amendment No. 1 to Loan Agreement, dated August 29, 2003, between the Borrower and the Bank, Amendment No. 2 to Loan Agreement, dated August 29, 2003, between the Borrower and the Bank, Amendment No. 3 to Loan Agreement, dated September 17, 2004, between the Borrower and the Bank and Amendment No. 4, dated December 28, 2004, between the Borrower and the Bank (as so amended, the "Loan Agreement") and (ii) the related Loan Documents executed in connection with the Loan Agreement. Capitalized terms used herein and not otherwise defined shall have the respective meanings given in the Loan Agreement.

SETTLEMENT AND RELEASE AGREEMENT
Settlement Agreement • April 29th, 2005 • Vermont Teddy Bear Co Inc • Dolls & stuffed toys • New York

This SETTLEMENT AND RELEASE AGREEMENT (the "Agreement") is made and entered into this 28th day of April, 2005, by and between The Vermont Teddy Bear Co., Inc. ("VTB"), and 538 Madison Realty Company, LLC ("538"):

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