**Exhibit 10.72**THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS NOTE MAY NOT BEOFFERED FOR SALE, SOLD, ASSIGNED, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATEDUNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR UNLESS, INTHE OPINION OF COUNSEL SATISFACTORY TO REDENVELOPE, INC., SUCH QUALIFICATION AND REGISTRATION ISNOT REQUIRED.IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS NOTE, OR ANY INTEREST THEREIN, OR TORECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OFCORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER’S RULES.HOLDERS OF THIS NOTE, AS DEFINED BY THIS NOTE, SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEARTHE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.**SUBORDINATED PROMISSORY NOTE**$2,600,000.00 San Francisco, California  June 29, 2007      1.     Commitment and Promise to Pay.          (a)     On the terms and subject to the conditions set forth herein, from the date of this Notethrough the first anniversary of the date of this Note, The Integrity Brands Fund, L.P., a Delawarelimited partnership (the “Lender”), hereby agrees to make a term loan (the “Loan”)to RedEnvelope, Inc., a Delaware corporation (the “Borrower”), up to a maximum principalamount of Two Million Six Hundred Thousand Dollars ($2,600,000.00). The Loan shall be made uponthe Borrower’s irrevocable written notice received by the Lender two Business Days prior to therequested funding date. Such written notice shall specify the amount of the Loan requested, whichshall be in a minimum amount of $25,000.00, and the requested funding date. In consideration ofthe commitment of the Lender evidenced hereby, promptly after the execution and delivery of thisSubordinated Promissory Note (this “Note”), the Borrower shall pay the Lender a one-time,non-refundable facility fee in the amount of Twenty-Five Thousand Dollars ($25,000).          (b)     FOR VALUE RECEIVED, the Borrower promises to pay to the Lender or order, at 53 WestbourneTerrance, Brookline, MA 02446 (or at such other place as the Lender shall notify the Borrower inwriting) the principal amount advanced under this Note, together with all accrued and unpaidinterest thereon, on or before the sixtieth (60th) day after the Loan is made. Each payment underthis Note shall first be credited against accrued and unpaid interest,
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and the remainder shall be credited against principal. All amounts payable under this Note shall be paid in lawful money of the United States of America during normal business hours on abusiness day, in immediately available funds.     2.     Prepayment. The Borrower may, at any time or from time to time, upon irrevocablenotice received by the Lender at least two business days prior to any proposed prepayment date,prepay the Loan in whole or in part, in a minimum amount of $25,000.00. Such notice of prepaymentshall specify the amount of such prepayment and the proposed date of such prepayment. The Lendermay, but shall not be required to, record Loan and repayments on Exhibit A hereto. Anysuch notations by the Lender shall be deemed accurate, absent manifest errors or omissions.     3.     Interest.          (a)     The principal sum outstanding from time to time under this Note shall bear interest at aper annum rate equal to the Prime Rate. As used in this Note, “Prime Rate” shall mean the “primerate” announced from time to time by Wells Fargo Bank, N.A. In the event that such bank ceases toannounce such a rate, “Prime Rate” shall refer to that rate or index published from time to time in*The Wall Street Journal*(West Coast edition). Upon the occurrence and during the continuance of anEvent of Default (as defined below), interest shall accrue on the entire unpaid principal balancehereunder at a per annum rate equal to the Prime Rate plus two percent (2.0%) (the “DefaultRate”). From and after the maturity of this Note, whether by acceleration or otherwise, allsums then due and payable under this Note, including all principal and all accrued and unpaidinterest, shall bear interest until paid in full at the Default Rate. Interest shall be calculatedon the basis of a 360-day year and actual days elapsed, which results in more interest than if a365-day year were used.          (b)     Notwithstanding anything to the contrary contained in this Note, in no event shall theBorrower be required to pay interest on the principal amount outstanding under this Note at a ratein excess of the maximum nonusurious interest rate, if any, that at any time or from time to timemay be contracted for, taken, reserved, charged or received on the outstanding principal balanceunder this Note under the laws of the State of California (the “Maximum Lawful Rate”), andif the effective rate of interest which would otherwise be payable under this Note would exceed theMaximum Lawful Rate, or if the Lender shall receive monies that are deemed to constitute interestwhich would increase the effective rate of interest payable under this Note to a rate in excess ofthe Maximum Lawful Rate, then: (i) the amount of interest which would otherwise be payable underthis Note shall be reduced to the Maximum Lawful Rate, and (ii) any interest paid by the Borrowerin excess of the Maximum Lawful Rate shall, at the option of the Lender, be either refunded to theBorrower or credited against the principal of this Note. It is further agreed that, withoutlimitation of the foregoing, all calculations of the rate of interest contracted for, charged orreceived by the Lender that are made for the purpose of determining whether such rate exceeds theMaximum Lawful Rate shall be made, to the extent permitted by the applicable law (now or hereafterenacted), by amortizing, prorating and spreading in equal parts during the period of the fullstated term of the Advance all interest at any time contracted for, charged or received by theLender.
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     4.     Subordination.          (a)     The Lender hereby agrees for itself and for its successors and assigns that theindebtedness evidenced by this Note is hereby expressly subordinated and junior in right of paymentto the prior payment in full of all the principal and unpaid accrued interest and all otherobligations of the Borrower under that certain Loan and Security Agreement dated as of June 26,2006 (as amended, modified, supplemented or restated from time to time, the “LoanAgreement”) by and between Wells Fargo Retail Finance, LLC and the Borrower (the “SeniorIndebtedness”).          (b)     In the event of any insolvency, bankruptcy, receivership, liquidation, reorganization orother similar proceedings relative to the Borrower or its property, or of any proceedings forvoluntary liquidation, dissolution or winding up of the Borrower, whether or not involvinginsolvency or bankruptcy proceedings, the Senior Indebtedness shall first be paid in full in cashbefore any payment in cash or other property is made on account of this Note, and in any suchproceedings, any payment or distribution of any kind or character, whether in cash or otherproperty (except payments in securities which are subordinate and junior to the payment of theSenior Indebtedness then outstanding in accordance with this Note), to which the Lender would beentitled if this Note were not subordinated to the Senior Indebtedness, shall be paid by theliquidating trustee or other person making such payment or distribution, or by the SubordinateLender if received by it, directly to the holders of the Senior Indebtedness to the extentnecessary to make payment in full in cash of the Senior Indebtedness remaining unpaid (whether ornot then due), after giving effect to any concurrent payment or distribution to or for the holdersof the Senior Indebtedness.          (c)     Subject to the rights, if any, of the holders of the Senior Indebtedness under thisSection 4 to receive cash, securities or other properties otherwise payable or deliverable to theHolder of this Note, nothing contained in this Section 4 shall impair, as between the Company andthe Holder, the obligation of the Company, subject to the terms and conditions hereof, to pay tothe Holder the principal hereof and interest hereon as and when the same become due and payable, orshall prevent the Holder of this Note, upon default hereunder, from exercising all rights, powersand remedies otherwise provided herein or by applicable law.          (d)     Subject to the payment in full of all Senior Indebtedness and until this Note shall bepaid in full, the Holder shall be subrogated to the rights of the holders of Senior Indebtedness(to the extent of payments or distributions previously made to such holders of Senior Indebtednesspursuant to the provisions of Section 4(c) above) to receive payments or distributions of assets ofthe Borrower applicable to the Senior Indebtedness. No such payments or distributions applicableto the Senior Indebtedness shall, as between the Borrower and its creditors, other than the holdersof Senior Indebtedness and the Holder, be deemed to be a payment by the Borrower to or on accountof this Note; and for the purposes of such subrogation, no payments or distributions to the holdersof Senior Indebtedness to which the Holder would be entitled except for the provisions of thisSection 4 shall, as between the Borrower and its creditors, other than the holders of SeniorIndebtedness and the Holder, be deemed to be a payment by the Borrower to or on account of SeniorIndebtedness.
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     5.     Conditions to Loan. As conditions precedent to the obligation of the Lender tomake the Loan hereunder, at and as of the date of, and after giving effect to, the funding of theLoan:          (a)     the Lender shall have received a request for the Loan; and          (b)     there shall not have occurred an Event of Default (as defined below) or any event orcondition which with the passage of time and/or notice (whether or not such notice has been given)could constitute an Event of Default (a “Default”).     6.     Events of Default. Upon the occurrence of any of the following events (each, an“Event of Default”):          (a)     the Borrower shall fail to pay any amount due under this Note not more than 5 BusinessDays after the due date; or          (b)     the Borrower shall fail to observe or perform in any material respect any of the otherterms or provisions of this Note and such failure shall continue for five (5) business days; or          (c)     (i)     the Borrower shall (A) commence any case, proceeding or other action under anyexisting or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,insolvency, reorganization or relief of debtors, seeking to have an order for relief entered withrespect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief withrespect to it or its debts, or (B) commence any case, proceeding or other action seekingappointment of a receiver, trustee, custodian or other similar official for it or for all or anysubstantial part of its assets, or (C) make a general assignment for the benefit of its creditors;or (ii) there shall be commenced against the Borrower any case, proceeding or other action of anature referred to in clause (i) above which (A) results in the entry of an order for relief or anysuch adjudication or appointment, or (B) remains undismissed, undischarged or unbonded for a periodof sixty (60) days; or (iii) there shall be commenced against the Borrower any case, proceeding orother action seeking issuance of a warrant of attachment, execution, distraint or similar processagainst all or any substantial part of its assets which results in the entry of an order for anysuch relief which shall not have been vacated, discharged, or stayed or bonded pending appealwithin sixty (60) days from the entry thereof; or (iv) the Borrower shall take any action infurtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts setforth in clauses (i), (ii) or (iii) above; or (v) the Borrower shall generally not, or shall beunable to, or shall admit in writing its inability to, pay its debts as they become due;THEN, automatically upon the occurrence of an Event of Default under clause (c) of this Section6 and, in all other cases, at the option of the Lender, in each case without presentment,demand or any notice upon the Borrower or any other party, the entire principal balance hereoftogether with all accrued and unpaid interest thereon shall become immediately due and payable.
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     7.     Capitalized Interest. On each anniversary of the date of any default hereunder andwhile such default is continuing, all interest which has become payable and is then delinquent shall, without curing the default hereunder by reason of such delinquency, be addedto the principal amount due under this Note, and shall thereafter bear interest at the same rate asis applicable to principal.     8.     Costs and Expenses. If any default occurs in any payment due under this Note, theBorrower and all guarantors and endorsers hereof, and their successors and assigns, promise to payall costs and expenses, including reasonable attorneys’ fees, incurred by the Lender hereof incollecting or attempting to collect the indebtedness under this Note, whether or not any action orproceeding is commenced.     9.     Acceptance of Past Due Payments and Indulgences Not Waivers*.*None of theprovisions hereof and none of the Lender’s rights or remedies hereunder on account of any past orfuture defaults shall be deemed to have been waived by the Lender’s acceptance of any past dueinstallments or by any indulgence granted by the Lender to the Borrower.     10.     Waivers by the Borrower; No Setoffs or Counterclaims. The Borrower and allguarantors and endorsers hereof, and their successors and assigns, hereby waive presentment,demand, protest and notice thereof or of dishonor, and agree that they shall remain liable for allamounts due hereunder notwithstanding any extension of time or change in the terms of payment ofthis Note granted by the Lender, any change, alteration or release of any property now or hereaftersecuring the payment hereof or any delay or failure by the Lender to exercise any rights under thisNote. All payments required by this Note shall be made by without setoff or counterclaim.     11.     Assignment. The Borrower may not assign its rights or obligations under this Notewithout the prior written consent of the Lender and any such purported assignment by the Borrowerwithout obtaining the prior written consent of the Lender shall be void ab initio. ThisNote shall inure to the heirs, legal representatives, successors and assigns of the Lender.     12.     Notices. All notices given by the Borrower or the Lender hereunder to the othershall be in writing, delivered by facsimile transmission (confirmed in writing) or deliveredpersonally or by depositing the same in the United States mail, registered, with postage prepaid,addressed as follows:   Lender: The Integrity Brands Fund, L.P.  53 Westbourne Terrace  Brookline, MA 02446  Attention: Mr. John C. Pound
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   Borrower: REDENVELOPE, INC.  149 Montgomery Street  San Francisco, California 94105  Attention: Christopher Nordquist,  Chief Administrative Officer  Telephone No.: (415) 512-6137  Telecopy No. (415) 371-1857Either the Lender or the Borrower may change the address to which notices are to be sent by noticeof such change to the other given as provided herein. Notices shall be effective on the datereceived or, if mailed, on the third business day following the date mailed.     13.     Governing Law. This Note is governed by the laws of the State of California,without regard to the choice of law rules of that State.     IN WITNESS WHEREOF, each of the Borrower and the Lender has caused this Note to be dulyexecuted the day and year first above written.       BORROWER: REDENVELOPE, INC.,  a Delaware corporation         By: /s/ Christopher Nordquist        Name: Christopher Nordquist        Title: Chief Administrative Officer             LENDER: THE INTEGRITY BRANDS FUND, L.P.,  a Delaware limited partnership           By: INTEGRITY BRANDS PARTNERS LLC    Its: General Partner           By: /s/ John C. Pound            Name: John C. Pound    Its: Manager
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**EXHIBIT A**                                      **Outstanding**              **Amount of**  **Principal**  **Notation Made**  **Date**  **Loan Amount**  **Principal Paid**  **Balance**  **By**                                                                                                                                                                                                                 
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