0001036050-00-002115 Sample Contracts

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AMENDMENT ---------
Incentive Stock • December 12th, 2000 • Zany Brainy Inc • Retail-hobby, toy & game shops

The Company has issued to the Optionee stock options (the "Options") to purchase shares of common stock of the Company ("Shares") under the Children's Concept, Inc. 1993 Stock Incentive Plan (the "1993 Plan") and the Zany Brainy, Inc. Amended and Restated 1998 Equity Compensation Plan (the "1998 Plan") by Stock Option Grant Agreements (the "Grant Agreements") as follows:

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