**Exhibit      10(a)**

**SECOND      AMENDMENT TO LOAN AND SECURITY AGREEMENT**

**SECOND      **
**AMENDMENT      TO LOAN AND SECURITY AGREEMENT**
**WELLS      FARGO RETAIL FINANCE, LLC**
**THE      BOMBAY COMPANY, INC.**

**WHEREAS,      **

**WHEREAS**

**NOW      THEREFORE**

**§1.**
**Defined      Terms**
** **

**§2.**
**Amendment      to Exhibits and Schedules of the Loan Agreement**
**.**

**§3.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Accordion Activation      Fee)**

**§4.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Accordion      Commitment)**

**§5.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Applicable      Margin)**

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**§6.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of      Borrowing)**

**§7.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Canadian      Availability)**

**§8.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of      Collateral)**

**§9.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of      Commitment)**

**§10.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Defaulting      Lender)**

**§11.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Eligible      Transferee)**

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**§12.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Lender and      Lenders)**

**§13.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Lender      Group)**

**§14.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Loan      Documents)**

**§15.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Permitted      Dispositions)**

**§16.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Permitted      Liens)**

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**§17.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Permitted Office Building      Indebtedness)**

**§18.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of Pro Rata      Share)**

**§19.**
**Amendment      to Section 1.1 of the Loan Agreement (definition of U.S.      Availability)**

**§20.**
**Amendment      to Section 1.1 of the Loan Agreement (Definitions)**

*plus*
*minus*
*plus*

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*plus*
*plus*

*plus*
*minus*
*plus*

*plus*

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*(a)*
*plus*

*plus*

*plus*

*minus*

**§21.**
**Amendment      to Section 1.1 of the Loan Agreement (New Definitions)**
**.**

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*minus*

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*(a)*
*plus*

*plus*

*minus*

*minus*

*minus*

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**§22.**
**Amendment      to Section 2.1.A of the Loan Agreement (U.S. Revolver      Advances)**

**§23.**
**Amendment      to Section 2.1.B of the Loan Agreement (Canadian Revolver      Advances)**

*minus*
*plus      *

**§24.**
**Amendment      to Section 2.1 of the Loan Agreement (Revolver      Advances)**

**2.1.C**
**Real      Property Advances**
**.**

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**§25.**
**Amendment      to Section 2.2.A(f) of the Loan Agreement (Settlement)**

**§26.**
**Amendment      to Section 2.2.A(h) of the Loan Agreement (Accordion      Option)**

**Accordion      Option**

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**§27.**
**Amendment      to Section 2.2.B of the Loan Agreement (Canadian Borrowing Procedures and      Settlements)**

**§28.**
**Amendment      to Section 2.2.C of the Loan Agreement (Defaulting Lender; Notations; Failure      to      Perform; Notes; Additional Advances)**
**.      **

**§29.**
**Amendment      to Section 2.2.C(d) of the Loan Agreement (Notes)**

**Notes**

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**§30.**
**Amendment      to Section 2.2.C(e) of the Loan Agreement (Additional      Advances)**

**Additional      Advances**
*plus*

**§31.**
**Amendment      to Section 2.2 of the Loan Agreement (Borrowing Procedures and      Settlements)**

**2.2.D**
**Real      Property Borrowing Procedures**

**Procedure      for Borrowing**

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**Making      of Loans**

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**§32.**
**Amendments      to Section 2.3(a) of the Loan Agreement (Payments by      Borrowers)**

**§33.**
**Amendments      to Section 2.3(b) of the Loan Agreement (Apportionment and Application of      Payments)**

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**§34.**
**Amendments      to Section 2.11 of the Loan Agreement (Credit      Instruments)**

*plus*
*plus*

**§35.**
**Amendment      to Section 2.12(b) of the Loan Agreement (LIBOR      Election)**

**§36.**
**Amendment      to Section 4.6 of the Loan Agreement (Right to Inspect; Inventories, Appraisals      and Audits, Environmental Assessments)**

**§37.**
**Amendment      to Section 5.8(c) of the Loan Agreement (Due Authorization: No      Conflict)**

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**§38.**
**Amendment      to Section 6.18 of the Loan Agreement (Inactive      Subsidiaries)**

**§39.**
**Section      6.20 of the Loan Agreement (Real Estate Collateral)**

**6.20.**
**Real      Property Collateral**

**§40.**
**Amendment      to Section 7.1 of the Loan Agreement (Indebtedness)**

**§41.**
**Amendment      to Section 7.3 of the Loan Agreement (Restrictions on Negative Pledges and      Upstream Limitations)**

**§42.**
**Amendment      to Section 7.4 of the Loan Agreement (Restrictions on Fundamental      Changes)**

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**§43.**
**Amendment      to Section 7.5 of the Loan Agreement (Disposal of Assets; Sale and      Leaseback)**

**§44.**
**Amendment      to Section 7.14 of the Loan Agreement (Suspension)**

**7.14.**
**Suspension**

**§45.**
**Amendment      to Section 14.1 of the Loan Agreement (Assignments and      Participations)**

**§46.**
**Amendment      to Section 15.1 of the Loan Agreement (Amendments and      Waivers)**

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**§47.**
**Amendment      to Section 16.15 (Collateral Matters)**

**§48.**
**Amendment      to Exhibit B-1 to the Loan Agreement (Form of Borrowing Base      Certificate)**

**§49.**
**Amendment      to Exhibits to the Loan Agreement (New Exhibit C-3)**

**§50.**
**Amendment      to Schedule C-1 to the Loan Agreement (Commitments)**

**§51.**
**Amendment      to Schedule E-1 to the Loan Agreement (Eligible Inventory      Locations)**

**§52.**
**Amendment      to Schedule P-1 to the Loan Agreement (Permitted Liens)**

**§53.**
**Acknowledgement      of the Lenders Regarding Bailey Street**

**§54.**
**Conditions      to Effectiveness**

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**§55.**
**Representations      and Warranties**

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**§56.**
**No      Other Amendments**

**§57.**
**Execution      in Counterparts**

**§58.**
**Miscellaneous**
**.      THIS SECOND AMENDMENT SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED      IN      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING, WITHOUT LIMITATION,      SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.**

**[THE      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**

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**BORROWERS:**

**THE      BOMBAY COMPANY, INC.**

**BBA      HOLDINGS, INC.**

**BOMBAY      INTERNATIONAL, INC.**

**THE      BOMBAY FURNITURE COMPANY OF CANADA INC.**

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**WELLS      FARGO RETAIL FINANCE, LLC,**

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**NATIONAL      CITY BUSINESS CREDIT, INC.**

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**CONGRESS      FINANCIAL CORPORATION (SOUTHWEST), **

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**WELLS      FARGO FINANCIAL CANADA **

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**RATIFICATION      OF GUARANTY **

**THE      BOMBAY COMPANY, INC.**

**BBA      HOLDINGS, INC.**

**BOMBAY      INTERNATIONAL, INC.**

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**Schedule      C-1**

**Commitments      as of August 31, 2006**

| Lender                                                    | Canadian                Commitment | U.S.                Commitment | Real                Property Commitment |
|-----------------------------------------------------------|------------------------------------|--------------------------------|-----------------------------------------|
| Wells                Fargo Retail Finance, LLC            | $0                                 | $65,000,000*                   | $10,000,000                             |
| National                City Business Credit, Inc.        | $0                                 | $25,000,000                    | $0                                      |
| Congress                Financial Corporation (Southwest) | $0                                 | $35,000,000                    | $0                                      |
| Trans                Canada Credit Corporation            | $18,000,000*                       | $0                             | $0                                      |
| All                Lenders                                | $18,000,000                        | $125,000,000                   | $10,000,000                             |

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