**Exhibit      10 (b)**

**SECOND      AMENDED AND RESTATED NOTE**

**WELLS      FARGO RETAIL FINANCE, LLC**

**SIXTY-FIVE      MILLION**
**DOLLARS**

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**THIS      NOTE AND THE OBLIGATIONS OF THE BORROWERS HEREUNDER SHALL FOR ALL PURPOSES      BE      GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK      (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW OTHER THAN GENERAL      OBLIGATIONS LAW §5-1401 AND §5-1402). THE BORROWERS AGREE THAT ANY SUIT FOR THE      ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN ANY FEDERAL COURT IN THE STATE OF      NEW      YORK AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE      SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT      THE      ADDRESS SPECIFIED IN §12 OF THE LOAN AGREEMENT. THE BORROWERS HEREBY WAIVE ANY      OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT      OR      ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT      COURT.**

***[Remainder      of Page Intentionally Left Blank]***

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**IN      WITNESS WHEREOF**

**THE      BOMBAY COMPANY, INC.**

**BBA      HOLDINGS, INC.**

**BOMBAY      INTERNATIONAL, INC.**

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| Date   | Amount                of Advance | Amount                of Principal Paid or Prepaid | Balance                of Principal Unpaid | Notation                Made By: |
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