EXHIBIT 10(b)



February 11, 2002


Mr. Donald V. Roach                              PERSONAL AND CONFIDENTIAL
6206 Connie Lane
Colleyville, TX 76034


Dear Don:

It is a pleasure to confirm our discussion offering you the position of Vice
President of Finance for The Bombay Company, Inc. ("Company" or "Bombay"),
effective on or about March 4, 2002. In this capacity you will report directly
to me.

Your annualized base salary will be $180,000 per year. In addition, you will
participate in the Company Executive Bonus Program under which, if Bombay (U.S.
and Canada) achieves its business plan for fiscal 2002, you will be eligible
to receive a bonus. Your targeted fiscal year bonus is $60,000. Bonuses are
paid in a lump sum following the end of each fiscal year. One hundred percent
(100%) of your bonus will be based upon achievement of the Company's pre-tax
profit plan.

You will receive an initial grant of options covering 50,000 shares of Bombay
stock, which will be priced at the closing price of Bombay stock on your Hire
Date. These options shall vest and may be exercised in whole or in part at the
rate of 33.33% per year, commencing with the first anniversary of your Hire
Date. The options have a term of ten years from the date of grant. The Board
will consider additional grants at the beginning of fiscal 2002. The first
$100,000 in face value will be granted in the form of incentive stock options
(no taxes exercised; taxed when shares are sold and, if holding period is met,
results in capital gains tax treatment) and the balance as non-qualified
options.

You will receive three (3) weeks vacation per year, which are earned per our
vacation policy.

Your employment is at-will and may be terminated by the Board of Directors of
the Company at any time, with or without cause. Nevertheless, if you are
terminated, not for cause, you shall be paid six (6) months continuation of
base salary. You agree that for a period of six months following separation,
you will not solicit, induce or attempt to induce directly or indirectly, any
employee of the Company to leave the employ of the Company.




Mr. Roach
February 11, 2002
Page 2


In the event of a Change of Control, as defined in Exhibit "A", attached
hereto, the stock options granted to you shall immediately vest and be
exercisable by you commencing on such date the Change of Control event. You
shall also be paid six (6) months continuation of base salary on a month to
month basis if you are not offered continued employment with the Company. If
you are offered continuous employment at current salary, and a current
position title (V.P. Finance) and you refuse, you would not receive six (6)
months severance. This Change of Control agreement does not supersede the
above severance agreement and pertains to Change of Control only.

You are eligible to participate in The Bombay Company 401(K) Savings and Stock
Ownership Plan after one year of employment. Under the plan, Bombay currently
contributes 100% of up to 3% of your compensation and 50% for the next 2% of
compensation (Federal Government salary limit is $200,000.) Under our plan, you
are allowed to contribute a maximum of $11,000 ($12,000 if fifty years of age
or over), which may be invested in the various options available in the plan.

You are eligible to participate in the Employee Stock Purchase Program at the
next available investment period, July 1, 2002, whereby you may purchase Bombay
stock at a 15% discount from the lower fair market value on the first or last
day of the period.

You will be eligible to join our Medical, Dental and Vision plan effective date
of hire. The Company and the employee share the cost of the plans. The premiums
are currently tax exempt under a section of the IRS tax code. There is a
one-year waiting period for any pre-existing conditions.

After 90 days of employment you will receive Company paid life insurance equal
to 1 1/2 times your compensation at plan. Also, after 60 days of employment you
will be covered under the Executive Short Term Disability Income Protection
plan, which pays 100% of your salary for a maximum of 13 weeks and the
Executive Long Term Income Protection Plan which pays 60% of your salary up to
$15,000 per month for as long as you remain totally disabled up to age 65. If
disability begins after age 62, payments would commence on a sliding scale
based on your age at time of disability. Your net cost will be limited to the
amount of personal income taxes you pay on the Company reimbursement of the
premium. The Company also offers supplemental life and personal accident
insurance programs available to you at low group rates.

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.

I look forward to your joining The Bombay Company. We are very pleased that
you are excited and remain interested in this position and the Company. Please
call me if you have any questions.


Mr. Roach
February 11, 2002
Page 3


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



                                                Sincerely,

                                                /S/ELAINE D. CROWLEY

                                                Elaine D. Crowley
                                                Vice President, CFO



/S/DONALD V. ROACH                              February 12, 2002
Donald V. Roach                                 Date


Attachment











EXHIBIT "A"

A "Change of Control" of the Company, unless otherwise determined by the Board,
shall be deemed to have occurred upon the happening of any of the following
events:

(i) the acquisition, other than from the Company, by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act) of beneficial ownership of 20% or more of either the then outstanding
shares of Common Stock of the Company or the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors; provided, however, that any acquisition by the Company
or any of its subsidiaries, or any employee benefit plan (or related trust) of
the Company or its subsidiaries, or any corporation with respect to which
following such acquisition, more than 50% of, respectively, the then
outstanding shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Common Stock and
voting securities of the Company immediately prior to such acquisition in
substantially the same proportion as their ownership, immediately prior to
such acquisition, of the then outstanding shares of Common Stock of the Company
or the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors, as the case
may be, shall not constitute a Change of Control;

(ii) individuals who, as of January 1, 1996, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of
the Board, provided that any individual becoming a director subsequent to such
date whose election, or nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of the
Company (as such terms are used in rule 14a-11 of Regulation 14A promulgated
under the Exchange Act); or

(iii) approval by the shareholders of the Company of a reorganization, merger
or consolidation of the Company, in each case, with respect to which the
individuals and entities who were the respective beneficial owners of the
Common Stock and voting securities of the Company immediately prior to such
reorganization, merger or consolidation do not, following such reorganization,
merger or consolidation, beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding shares of Common Stock and the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such reorganization, merger or consolidation, or a
complete liquidation or dissolution of the Company or of the sale or other
disposition of all or substantially all of the assets of the Company.