Letter of Agreement


     

    


    


    


    


    April
      7,
      2006

    


     

    PERSONAL
      AND CONFIDENTIAL

     

    


    Ms.
      Vicki
      Bradley

    C/O
      The
      Bombay Furniture Company of Canada Inc.

    3475
      Steeles Ave. E

    Brampton,
      Ontario

    


    Dear
      Vicki,

    


    It
      is a
      pleasure to confirm our discussion offering you the responsibility of Vice
      President of Stores for the United States, effective April 7, 2006 in addition
      to your current responsibilities as President of our Canadian operations. In
      this position, you will report directly to me.

     

    Your
      base
      salary of C$246,700 and target fiscal year bonus of C$61,675 and benefits shall
      remain the same pending re-evaluation of the assignment as set forth below.
      Your
      bonus is based upon the Canadian bonus plan, which is based on the profitability
      of the Canadian operations above a set threshold. Actual results are also
      subject to satisfaction of a Board- approved minimum threshold for the Company
      as a whole. You will be compensated in the interim in the amount of C$11,500
      per
      month for the additional responsibilities.

    


    The
      Company’s new Chief Executive Officer will evaluate the viability of your
      assignment in this role and will determine, at a future date, whether to offer
      this position to you on a regular basis. This assignment will last a minimum
      of
      two months. If you are not offered this position on a go-forward basis your
      title and compensation plan will revert to that held by you as President of
      Bombay Canadian operations. If the position is offered to you, your compensation
      will be restructured at that time.

    


    Your
      employment is at-will and may be terminated by the Board of Directors of the
      Company at any time, with or without cause. However, subject to the application
      of Canadian law and regulations, if you are terminated, not for cause, and
      provided you are in compliance with all terms and conditions of this letter,
      you
      are eligible for up to twelve (12) months continuation of base salary. Any
      severance payments will stop at end of twelve months or upon re-employment,
      whichever occurs first.

    


    You
      agree
      that for a period of one (1) year following separation, you will not, without
      the prior written approval of a majority of the members of the Board of
      Directors, directly or indirectly seek, solicit or accept for employment or
      retention as an independent contractor any employees of the
      Company.

    


    


    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    


    Ms.
      Bradley

    April
      7,
      2006

    Page
      2

    


    You
      recognize and acknowledge you will have access to, and the Company shall provide
      you with, confidential proprietary information of the Company, including
      information regarding costs, profits, markets, sales, products, key personnel,
      pricing policies, operational methods, other business methods, plans for future
      developments, and other information not readily available to the public, the
      disclosure of which to third parties would in each case have a material adverse
      effect on the Company’s business operations (“Confidential
      Information”).
      You
      will keep secret, during and after the termination of your employment, all
      Confidential Information 

    and
      will
      not use or disclose Confidential Information to anyone outside of the Company
      other than in the course of performance of your duties for the Company, except
      that (i) you shall have no such obligation to the extent Confidential
      Information is or becomes publicly known other than as a result of your breach
      of your obligations hereunder, and (ii) you may disclose such matters to the
      extent required by applicable laws, or governmental regulations or judicial
      or
      regulatory processes. You will deliver promptly to the Company on termination
      of
      your employment by the Company, or at any other time the Board may so request,
      all memoranda, notes, records, reports and other documents (and all copies
      thereof) relating to the Company’s business that were obtained while employed
      by, or otherwise serving or acting on behalf of, the Company and that you may
      then possess or have under your control. 

    


     

    In
      your
      role as Vice President, Stores for the US, you will serve on the Executive
      Committee and, during the period of this assignment, you will be entitled to
      the
      protection of the Company’s standard Change of Control Severance Agreement at
      the Vice President level. 

    


    You
      agree
      and represent that your acceptance of employment with Bombay as set forth in
      this letter does not conflict with any prior contract or agreement of employment
      to which you are a party.

     

    For
      our
      records and if you accept this offer, I would appreciate your signing and
      returning one copy of this letter at your earliest convenience. 

    


    Sincerely,

    /s/
      James D. Carreker

    James
      D.
      Carreker

    Chief
      Executive Officer & 

                                                                                                                   
      Chairman
      of the Board

    


    


    


    


    /s/
      Vicki Bradley    April
      7, 2006

    Vicki
      Bradley     Date