EXHIBIT 10.2





                                     NOTE

$125,000,000                                               September 29, 2004


       FOR  VALUE  RECEIVED,  the  undersigned,  The  Bombay  Company,  Inc., a
Delaware  corporation  ("Parent"), each of Parent's Subsidiaries identified  on
the signature pages hereof (each Subsidiary, together with Parent, individually
a "Borrower" and collectively  the  "Borrowers"), hereby promises to pay to the
order of WELLS FARGO RETAIL FINANCE,  LLC ("Lender") at the Agent's (as defined
below) office at One Boston Place, 18th Floor, Boston, Massachusetts, 02108;

       (a)   Prior to or on the Maturity  Date  the  principal  amount  of  ONE
HUNDRED  TWENTY  FIVE MILLION DOLLARS ($125,000,000) or, if less, the aggregate
unpaid principal amount  of  Advances  made  by  the  Lender  to  the Borrowers
pursuant to that certain Loan and Security Agreement, dated as of September 29,
2004 (as amended, amended and restated or otherwise modified and in effect from
time to time, the "Loan Agreement"), among the Borrowers, Lender and  the other
financial  institutions  from  time  to  time  party thereto (collectively, the
"Lenders") and Wells Fargo Retail Finance, LLC,  as  agent for the Lenders (the
"Agent");

       (b)   The principal outstanding hereunder from time to time at the times
provided in the Loan Agreement; and

       (c)   Interest  on  the  principal  balance hereof  from  time  to  time
outstanding from the date hereof through and  including  the  Maturity Date (as
defined  in  the Loan Agreement) at the times and at the rate provided  in  the
Loan Agreement.

       All capitalized terms used in this Note and not otherwise defined herein
shall have the  same  meanings  herein  as  in  the  Loan Agreement.  This Note
evidences borrowings under and has been issued by the  Borrowers  in accordance
with  the  terms  of  the Loan Agreement.  The Lender and any holder hereof  is
entitled to the benefits  of  the  Loan Agreement and the other Loan Documents,
and may enforce the agreements of the  Borrowers  contained  therein,  and  any
holder  hereof  may  exercise  the  respective remedies provided for thereby or
otherwise available in respect thereof,  all  in accordance with the respective
terms thereof.

       The Borrowers irrevocably authorize the  Lender  to  make or cause to be
made,  at or about the time of each Advance or at the time of  receipt  of  any
payment of principal of this Note, an appropriate notation on the grid attached
to this  Note,  or  the continuation of such grid, or any other similar record,
including computer records,  reflecting  the making of such Advances or (as the
case  may  be) the receipt of such payment.   The  outstanding  amount  of  the
Advances set  forth  on  the grid attached to this Note, or the continuation of
such grid, or any other similar  record, including computer records, maintained
by the Lender with respect to any Advances shall be prima facie evidence of the
principal amount thereof owing and  unpaid  to  the  Lender, but the failure to
record,  or  any  error  in so recording, any such amount  on  any  such  grid,
continuation or other record shall not limit or otherwise affect the obligation
of the Lender hereunder or  under  the  Loan  Agreement  to  make  payments  of
principal of and interest on this Note when due.
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<PAGE>

       The Borrowers have the right in certain circumstances and the obligation
under  certain other circumstances to prepay the whole or part of the principal
of this Note on the terms and conditions specified in the Loan Agreement.

       If  any  one  or  more  of the Events of Default shall occur, the entire
unpaid principal amount of this  Note  and  all  of the unpaid interest accrued
thereon may become or be declared due and payable  in  the  manner and with the
effect provided in the Loan Agreement.

       No delay or omission on the part of the Lender or any  holder  hereof in
exercising  any right hereunder shall operate as a waiver of such right  or  of
any other rights of the Lender or such holder, nor shall any delay, omission or
waiver on any  one  occasion be deemed a bar or waiver of the same or any other
right on any further occasion.

       The Borrowers  and  every  endorser  and  guarantor  of this Note or the
obligation  represented hereby waive presentment, demand, notice,  protest  and
all other demands  and  notices  in  connection  with the delivery, acceptance,
performance, default or enforcement of this Note,  and assents to any extension
or  postponement  of  the  time  of  payment or any other  indulgence,  to  any
substitution, exchange or release of collateral  and to the addition or release
of any other party or person primarily or secondarily liable.

       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  {section}5-1401  AND  {section}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
{section}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.



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       IN WITNESS WHEREOF, the undersigned has caused this Note to be signed in
its corporate name by its duly authorized  officer as of the day and year first
above written.


                                        THE BOMBAY COMPANY, INC.

                                        By:    /S/ ELAINE D. CROWLEY
                                        Name:  Elaine D. Crowley
                                        Title: SVP, CFO & Treasurer


                                        BBA HOLDINGS, INC.




                                        By:    /S/ BEVERLY K. STOOKEY
                                        Name:  Beverly K. Stookey
                                        Title: President


                                        BAILEY STREET TRADING COMPANY


                                        By:    /S/ ELAINE D. CROWLEY
                                        Name:  Elaine D. Crowley
                                        Title: Vice President


                                        BOMBAY INTERNATIONAL, INC.


                                        By:    /S/ ELAINE D. CROWLEY
                                        Name:  Elaine D. Crowley
                                        Title: Vice President


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<TABLE>
<CAPTION>

<S>      <C>          <C>                    <C>                     <C>
Date     Amount of    Amount of Principal    Balance of Principal    Notation Made
          Advance     Paid or Prepaid           Unpaid                   By:


                                    4
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