Promissory Note


    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR THE
      SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
      OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM .

    


    THIS
      NOTE
      IS SUBORDINATED TO CERTAIN FIRST LIEN DEBT OF THE BORROWERS. THE HOLDER OF
      THIS
      NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT AMOUNTS OWING WITH
      RESPECT TO THIS NOTE SHALL BE SUBORDINATED IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE INTERCREDITOR AGREEMENT DATED AS OF JUNE 4, 2007 AMONG GENERAL ELECTRIC
      CAPITAL CORPORATION,
      AS
      ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE FIRST LIEN LENDERS NAMED
      THEREIN, THE BORROWERS AND GB MERCHANT PARTNERS, LLC, AS ADMINISTRATIVE AGENT
      AND COLLATERAL AGENT FOR THE SECOND LIEN LENDERS NAMED THEREIN, AND THE HOLDER
      ACCEPTS AND AGREES TO BE BOUND BY SUCH INTERCREDITOR AGREEMENT.

    


     

    


     

    PROMISSORY
      NOTE

     

    


     

    


    
      	 	
              May
                25, 2007

            
	
              $10,000,000.00

            	
              Boston,
                MA

            


    

    


    The
      undersigned, for value received, promise to pay to the order of 1903
      ONSHORE FUNDING, LLC
      (the
“Lender”)
      at the
      principal office of GB Merchant Partners, LLC, as administrative agent (the
      “Administrative
      Agent”),
      in
      Boston, MA the principal sum of TEN MILLION DOLLARS ($10,000,000.00), or if
      less, the unpaid principal amount of the Term Loan to the undersigned by the
      Lender pursuant to the Loan Agreement referred to below, such principal amount
      to be payable on the dates set forth in the Loan Agreement.

     

    The
      undersigned further promises to pay interest on the unpaid principal amount
      of
      the Term Loan from the date of such Term Loan until such Term Loan is paid
      in
      full, payable at the rates)and at the times set forth in the Loan Agreement.
      Payments of both principal and interest are to be made in lawful money of the
      United States of America.

     

    This
      Note
      evidences indebtedness incurred under, and is subject to the terms and
      provisions of, the Second Lien Loan Agreement, dated as of the date hereof
      (as
      amended or otherwise modified from time to time, the “Loan
      Agreement”;
      terms
      not otherwise defined herein are used herein as defined in the Loan Agreement),
      among the undersigned, the lenders signatory thereto (including the Lender)
      and
      the Administrative Agent, to which Loan Agreement reference is hereby made
      for a
      statement of the terms and provisions under which this Note may or must be
      paid
      prior to its due date or its due date accelerated. Amounts paid or prepaid
      under
      this Note may not be re-borrowed.

     

    [Signature
      Page to Follow]

     

    

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      Note
      is made under and governed by the laws of the State of New York applicable
      to
      contracts made and to be performed entirely within such State.

     

    


     

    THE
      BOMBAY COMPANY, INC.

     

    


     

    
      	 	
                                  By:

            	 _____________________________	 


    

     

                        Name:

                                           Title:

     

    


     

                        BBA
      HOLDINGS,
      LLC

     

    


     

    
      	 	
                                  By:

            	_______________________________ 	 


    

     

                        Name:

                                           Title:

     

    


     

                        BOMBAY
      INTERNATIONAL,
      INC.

     

    


     

    
      	         	
                                  By:

            	 _______________________________	 


    

     

                        Name:

                                           Title:

     

    


     

                        THE
      BOMBAY FURNITURE
      COMPANY OF CANADA INC.

     

    


     

    
      	 	
                                  By:

            	________________________________ 	 


    

     

                        Name:

                                           Title: