BOMBAY COMPANY INC
EX 10(A) - FORM OF INDEMNIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10a-indemnificationagmt.txt
<DESCRIPTION>EX 10(A) - FORM OF INDEMNIFICATION AGREEMENT
<TEXT>

                                                                 EXHIBIT 10(a)


                             INDEMNIFICATION AGREEMENT



      THIS  AGREEMENT  is  made  and  entered  into  as  of  the  ____  day  of
______________,  2003 ("Agreement"), by and between The Bombay Company, Inc., a
Delaware   corporation    ("Company"),   and   ________________________________
("Indemnitee").


                                   RECITALS:

      WHEREAS, highly competent  persons  have  become  more reluctant to serve
publicly-held  corporations  as  directors or officers or in  other  capacities
unless they are provided with adequate protection through insurance or adequate
indemnification against inordinate  risks  of  claims  and actions against them
arising out of their service to, and activities on behalf  of, the corporation;
this is because such persons in service to corporations are  being increasingly
subjected to expensive and time-consuming litigation relating  to,  among other
things,  matters  that  traditionally would have been brought only against  the
corporation or business enterprise itself; and

      WHEREAS,  the Board  of  Directors  of  the  Company  (the  "Board")  has
determined that,  to attract and retain qualified individuals, the Company will
attempt to maintain  on  an  ongoing  basis,  at  its  sole  expense, liability
insurance  to  protect  persons  serving the Company and its subsidiaries  from
certain liabilities; and

      WHEREAS,  the  Board has determined  that  the  increased  difficulty  in
attracting and retaining  such  persons is detrimental to the best interests of
the Company's stockholders and that  the  Company  should  act  to  assure such
persons  that  there  will  be  increased  certainty of such protection in  the
future; and

      WHEREAS,  it  is  reasonable,  prudent  and  necessary  for  the  Company
contractually  to obligate itself to indemnify,  and  to  advance  expenses  on
behalf of, such  persons  to  the fullest extent permitted by applicable law so
that they will serve or continue  to  serve the Company free from undue concern
that they will not be so indemnified; and

      WHEREAS, this Agreement is a supplement  to  and  in  furtherance  of the
Bylaws  of  the Company and any resolutions adopted pursuant thereto, and shall
not be deemed  a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder; and

      WHEREAS, each  of Section 145 of the General Corporation Law of the State
of Delaware ("DGCL") and the Bylaws is nonexclusive, and therefore contemplates
that  contracts  may  be  entered  into  with  respect  to  indemnification  of
directors, officers and employees; and

      WHEREAS, Indemnitee is willing to serve, continue to serve and to take on
additional service for  or  on  behalf  of  the  Company  on the condition that
Indemnitee be so indemnified;

      NOW,  THEREFORE,  in  consideration  of  the premises and  the  covenants
contained  herein,  the Company and Indemnitee hereby  covenant  and  agree  as
follows:

      1.    SERVICES  BY INDEMNITEE.  Indemnitee agrees to continue to serve as
a director or officer of  the  Company.  Indemnitee may at any time and for any
reason resign from such position  (subject  to any other contractual obligation
or any obligation imposed by operation of law),  in  which  event  the  Company
shall  have  no  obligation under this Agreement to continue Indemnitee in such
position.  This Agreement  shall  not  be deemed an employment contract between
the Company (or any of its subsidiaries)  and Indemnitee.  This Agreement shall
continue in force after Indemnitee has ceased to serve as a director or officer
of the Company.

      2.    INDEMNIFICATION  -  GENERAL.   The  Company  shall  indemnify,  and
advance Expenses (as hereinafter defined) to,  Indemnitee  (i)  as  provided in
this  Agreement and (ii) to the fullest extent permitted by applicable  law  in
effect  on  the  date  hereof  and as amended from time to time.  The rights of
Indemnitee provided under the preceding  sentence  shall include, but shall not
be limited to, the rights set forth in the other Sections of this Agreement.

      3.    PROCEEDINGS  OTHER  THAN PROCEEDINGS BY OR  IN  THE  RIGHT  OF  THE
COMPANY.  Indemnitee shall be indemnified under this Section 3 if, by reason of
Corporate Status (as hereinafter  defined),  Indemnitee is, or is threatened to
be made, a party to or a participant in any threatened,  pending,  or completed
Proceeding (as hereinafter defined), other than a Proceeding by or in the right
of  the  Company.   Pursuant to this Section 3, Indemnitee shall be indemnified
against  all  Expenses,   judgments,  penalties,  fines  and  amounts  paid  in
settlement actually and reasonably  incurred  by  Indemnitee  or  on  behalf of
Indemnitee  in  connection  with  such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in Good  Faith and in a manner reasonably believed
to be in or not opposed to the best interests  of the Company and, with respect
to any criminal Proceeding, had no reasonable cause  to believe the conduct was
unlawful.

      4.    PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.  Indemnitee shall be
indemnified under this Section 4 if, by reason of Corporate  Status, Indemnitee
is, or is threatened to be made, a party to or a participant in any threatened,
pending or completed Proceeding brought by or in the right of  the  Company  to
procure  a judgment in its favor.  Pursuant to this Section 4, Indemnitee shall
be indemnified  against  all  Expenses  actually  and  reasonably  incurred  by
Indemnitee  or  on  behalf  of Indemnitee in connection with such Proceeding if
Indemnitee acted in Good Faith  and in a manner reasonably believed to be in or
not opposed to the best interests  of  the Company; provided that if applicable
law so provides, no indemnification against  such  Expenses  shall  be  made in
respect of any claim, issue or matter in such Proceeding as to which Indemnitee
shall  have  been adjudged to be liable to the Company unless and to the extent
that the Court of Chancery of the State of Delaware, or the court in which such
Proceeding shall  have  been  brought  or is pending, shall determine that such
indemnification may be made.

      5.    INDEMNIFICATION FOR EXPENSES  OF  A  PARTY  WHO IS WHOLLY OR PARTLY
SUCCESSFUL.   Notwithstanding  any other provision of this  Agreement,  to  the
extent that Indemnitee is, by reason  of  Corporate  Status,  a  party to (or a
participant  in)  and  is  successful,  on  the  merits  or  otherwise, in  any
Proceeding  (including  dismissal  without  prejudice),  Indemnitee   shall  be
indemnified  to  the  maximum  extent  permitted  by  law  against all Expenses
actually and reasonably incurred by Indemnitee or on behalf  of  Indemnitee  in
connection   therewith.   If  Indemnitee  is  not  wholly  successful  in  such
Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all  claims,  issues or matters in such Proceeding, the Company shall
indemnify Indemnitee against  all  Expenses actually and reasonably incurred by
Indemnitee or on behalf of Indemnitee  in  connection  with  each  successfully
resolved  claim,  issue  or  matter.   For purposes of this Section and without
limitation, the termination of any claim,  issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall  be  deemed  to  be a successful
result as to such claim, issue or matter.

      6.    INDEMNIFICATION  FOR  EXPENSES  OF A WITNESS.  Notwithstanding  any
other provision of this Agreement, to the extent  that Indemnitee is, by reason
of Corporate Status, a witness in any Proceeding to  which  Indemnitee is not a
party,  Indemnitee  shall  be  indemnified  against  all Expenses actually  and
reasonably  incurred  by  Indemnitee or on behalf of Indemnitee  in  connection
therewith; provided that Indemnitee shall not be paid for time spent as such.

      7.    ADVANCEMENT OF  EXPENSES.   Notwithstanding  any  provision of this
Agreement  to  the contrary, the Company shall advance all reasonable  Expenses
incurred by or on  behalf  of  Indemnitee  in connection with any Proceeding in
which Indemnitee is involved by reason of Indemnitee's  Corporate Status within
10  days  after  the receipt by the Company of a statement or  statements  from
Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding.  Such statement or statements
shall reasonably evidence  the  Expenses  incurred  by  Indemnitee.  Indemnitee
hereby  undertakes  to  repay any Expenses advanced if it shall  ultimately  be
determined that Indemnitee  is  not  entitled  to  be  indemnified against such
Expenses.  Any advances and undertakings to repay pursuant  to  this  Section 7
shall be unsecured and interest free.

      8.    PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

      (a)   To  obtain  indemnification under this Agreement, Indemnitee  shall
submit to the Company a written  request,  including  therein or therewith such
documentation and information as is reasonably available  to  Indemnitee and is
reasonably  necessary  to  determine  whether and to what extent Indemnitee  is
entitled to indemnification.  The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board in writing that
Indemnitee has requested indemnification.

      (b)   Upon written request by Indemnitee  for indemnification pursuant to
the first sentence of Section 8(a), a determination,  if required by applicable
law,  with respect to Indemnitee's entitlement thereto shall  be  made  in  the
specific   case,   unless  Indemnitee  and  the  Company  agree  otherwise,  by
Independent Counsel (as hereinafter defined) in a written opinion to the Board,
a copy of which shall be delivered to Indemnitee; and, if it is determined that
Indemnitee is entitled  to indemnification, payment to Indemnitee shall be made
within 10 days after such  determination.   Indemnitee shall cooperate with the
person,  persons or firm making such determination with respect to Indemnitee's
entitlement to indemnification, including providing  to such person, persons or
firm upon reasonable advance request any documentation  or  information that is
not  privileged or otherwise protected from disclosure and that  is  reasonably
available  to  Indemnitee  and reasonably necessary to such determination.  Any
costs or expenses (including  attorneys'  fees  and  disbursements) incurred by
Indemnitee  in  so cooperating with the person, persons  or  firm  making  such
determination shall  be  paid by the Company (irrespective of the determination
as to Indemnitee's entitlement  to  indemnification)  and  the  Company  hereby
indemnifies and agrees to hold Indemnitee harmless therefrom.

      (c)   The  Independent  Counsel  referred  to  in  Section  8(b) shall be
selected  as provided in this Section 8(c).  The Independent Counsel  shall  be
selected by  the Board, and the Company shall give written notice to Indemnitee
advising of the  identity  of  the  Independent Counsel so selected.  Within 10
days after such written notice of selection  shall  have been given, Indemnitee
may deliver to the Company a written objection to such selection; provided that
such objection may be asserted only on the ground that  the Independent Counsel
so selected does not meet the requirements of "Independent  Counsel" as defined
in Section 17, and the objection shall set forth with particularity the factual
basis of such assertion.  Absent a proper and timely objection,  the  person so
selected  shall  act  as Independent Counsel.  If such written objection is  so
made, the Independent Counsel  so selected may not serve as Independent Counsel
unless and until such objection  is  withdrawn  or  a court has determined that
such  objection  is  without  merit.  If, within 20 days  after  submission  by
Indemnitee of a written request  for  indemnification pursuant to Section 8(a),
no Independent Counsel shall have been selected and not objected to, Indemnitee
may petition the Court of Chancery of the  State  of Delaware or other court of
competent jurisdiction for resolution of any objection  that  shall  have  been
made by Indemnitee to the Company's selection of Independent Counsel and/or for
the appointment as Independent Counsel of a person selected by the Court or  by
such  other person as the Court shall designate, and the person with respect to
whom all  objections  are so resolved or the person so appointed shall then act
as Independent Counsel  under  Section  8(b).  Upon the due commencement of any
judicial  proceeding  or arbitration pursuant  to  Section  10(a),  Independent
Counsel shall be discharged  and relieved of any further responsibility in such
capacity (subject to the applicable  standards  of  professional  conduct  then
prevailing).

      (d)   The  Company  shall  not  be  required  to  obtain  the  consent of
Indemnitee  to  the settlement of any Proceeding the Company has undertaken  to
defend if the Company  assumes full and sole responsibility for such settlement
and the settlement grants  Indemnitee  a  complete  and  unqualified release in
respect of the potential liability.  The Company shall not  be  liable  for any
amount  paid  by  the  Indemnitee  in  settlement of any Proceeding that is not
defended by the Company, unless the Company  has  consented to such settlement,
which consent shall not be unreasonably withheld.

      9.    PRESUMPTIONS; RELIANCE AND EFFECT OF CERTAIN PROCEEDINGS.

      (a)   In  making  a  determination  with  respect   to   entitlement   to
indemnification   hereunder,   the   person,   persons   or  firm  making  such
determination  shall  presume  that  Indemnitee is entitled to  indemnification
under this Agreement if Indemnitee has  submitted a request for indemnification
in accordance with Section 8(a), and the Company shall have the burden of proof
to overcome that presumption by clear and  convincing  evidence  in  connection
with the making by any person, persons or firm of any determination contrary to
that  presumption.   Neither  the failure of Independent Legal Counsel to  have
made a determination prior to the  commencement  of any action pursuant to this
Agreement   that  indemnification  is  proper  in  the  circumstances   because
Indemnitee  has   met  the  applicable  standard  of  conduct,  nor  an  actual
determination thereby  that  Indemnitee has not met such applicable standard of
conduct,  shall  be a defense to  the  action  or  create  a  presumption  that
Indemnitee has not met the applicable standard of conduct.

      (b)   If the  person,  persons  or  firm  empowered  under  Section  8 to
determine whether Indemnitee is entitled to indemnification shall not have made
a  determination  within  60  days  after receipt by the Company of the request
therefor, the requisite determination  of  entitlement to indemnification shall
be  deemed  to  have  been  made  and  Indemnitee shall  be  entitled  to  such
indemnification, absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary  to  make  Indemnitee's  statement not
materially  misleading, in connection with the request for indemnification,  or
(ii) a prohibition  of such indemnification under applicable law; provided that
such 60-day period may  be  extended  for  a  reasonable time, not to exceed an
additional  30 days, if the person, persons or firm  making  the  determination
with respect  to  entitlement  to  indemnification  in  good  faith requests in
writing  such additional time for the obtaining or evaluating of  documentation
and/or information relating thereto.

      (c)   The  termination of any Proceeding or of any claim, issue or matter
therein, by judgment,  order,  settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise expressly provided
in  this Agreement) of itself adversely  affect  the  right  of  Indemnitee  to
indemnification  or  create  a  presumption that Indemnitee did not act in Good
Faith and in a manner reasonably  believed  to be in or not opposed to the best
interests  of the Company or, with respect to  any  criminal  Proceeding,  that
Indemnitee had reasonable cause to believe the conduct was unlawful.

      (d)   For  purposes  of any determination of Good Faith, Indemnitee shall
be deemed to have acted in Good  Faith  if  Indemnitee's action is based on the
records or books of account of the Enterprise,  including financial statements,
or on information supplied to Indemnitee by the officers,  agents  or employees
of  the  Enterprise  in  the course of their duties, or on the advice of  legal
counsel for the Enterprise  or  on information or records given or reports made
to  the Enterprise by an independent  certified  public  accountant  or  by  an
appraiser,  financial  advisor  or  other  expert or professional selected with
reasonable care by the Enterprise.  The provisions  of  this Section 9(d) shall
not be deemed to be exclusive or to limit in any way the other circumstances in
which  the  Indemnitee  may  be deemed to have met the applicable  standard  of
conduct set forth in this Agreement.

      (e)   The knowledge and/or  actions,  or failure to act, of any director,
officer, agent or employee of the Enterprise shall not be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.


      10.   REMEDIES OF INDEMNITEE.

      (a)   If  (i)  a  determination  is  made  pursuant  to  Section  8  that
Indemnitee  is  not  entitled  to indemnification under  this  Agreement,  (ii)
advancement of Expenses is not timely  made  pursuant  to  Section  7, (iii) no
determination  of entitlement to indemnification shall have been made  pursuant
to Section 8(b)  within 90 days after receipt by the Company of the request for
indemnification, (iv)  payment  of  indemnification  is  not  made  pursuant to
Section 5, Section 6, the last sentence of Section 8(b) or the last sentence of
Section 17(f) within 10 days after receipt by the Company of a written  request
therefor,  or (v) payment of indemnification pursuant to Section 3 or Section 4
is not made  within 10 days after a determination has been made that Indemnitee
is entitled to indemnification, Indemnitee shall be entitled to an adjudication
by the Court of  Chancery  of  the  State  of  Delaware  of entitlement to such
indemnification or advancement of Expenses.  Alternatively,  Indemnitee, at his
or  her option, may seek an award in arbitration to be conducted  by  a  single
arbitrator  pursuant  to  the  Commercial  Arbitration  Rules  of  the American
Arbitration Association.  Indemnitee shall commence such proceeding  seeking an
adjudication or an award in arbitration within 180 days following the  date  on
which  Indemnitee  first  has the right to commence such proceeding pursuant to
this Section 10(a); provided  that  the  foregoing  clause  shall  not apply in
respect  of a proceeding brought by Indemnitee to enforce rights under  Section
5.   The  Company  shall  not  oppose  Indemnitee's  right  to  seek  any  such
adjudication or award in arbitration.

      (b)   If  a  determination  shall have been made pursuant to Section 8(b)
that Indemnitee is not entitled to  indemnification, any judicial proceeding or
arbitration commenced pursuant to this  Section  10  shall  be conducted in all
respects as a de novo trial, or arbitration, on the merits and Indemnitee shall
not be prejudiced by reason of that adverse determination.

      (c)   If a determination shall have been made pursuant  to  Section  8(b)
that  Indemnitee  is entitled to indemnification, the Company shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 10, absent (i) a misstatement by Indemnitee of a material fact,
or an omission of a material fact necessary to make Indemnitee's statements not
materially misleading,  in  connection with the request for indemnification, or
(ii) a prohibition of such indemnification under applicable law.

      (d)   If Indemnitee, pursuant  to  this  Section  10,  seeks  a  judicial
adjudication  of  or  an  award  in  arbitration to enforce rights under, or to
recover damages for breach of, this Agreement,  Indemnitee shall be entitled to
recover from the Company, and shall be indemnified  by the Company against, any
and  all  expenses  (of the types described in the definition  of  Expenses  in
Section 17 of this Agreement) actually and reasonably incurred by Indemnitee in
such judicial adjudication or arbitration unless it shall be finally determined
by the court or arbitrator  before  which  such  claim  was brought that it was
brought  in  bad  faith.   Even  if  it  shall be determined in  such  judicial
adjudication or arbitration that Indemnitee is entitled to receive part but not
all of the indemnification or advancement  of  Expenses  sought,  the  expenses
incurred  by  Indemnitee  in  connection  with  such  judicial  adjudication or
arbitration shall be paid in full.

      (e)   The  Company  shall  be  precluded  from asserting in any  judicial
proceeding  or  arbitration  commenced pursuant to this  Section  10  that  the
procedures and presumptions of  this  Agreement  are  not  valid,  binding  and
enforceable  and hereby stipulates, and shall so stipulate in any such court or
before any such  arbitrator, that the Company is bound by all the provisions of
this Agreement.

      11.   NONEXCLUSIVITY; INSURANCE; SUBROGATION.

      (a)   The  rights  of  indemnification  and  to  receive  advancement  of
Expenses as provided  by  this  Agreement  shall not be deemed exclusive of any
other rights to which Indemnitee may at any  time  be entitled under applicable
law,  the  Company's Certificate of Incorporation, the  Company's  Bylaws,  any
agreement, a  vote  of stockholders or a resolution of directors, or otherwise.
No amendment, alteration or repeal of this Agreement or of any provision hereof
shall limit or restrict any right of Indemnitee under this Agreement in respect
of any action taken or  omitted  by  such  Indemnitee with respect to Corporate
Status prior to such amendment, alteration or  repeal.   To  the  extent that a
change  in  the DGCL, whether by statute or judicial decision, permits  greater
indemnification  or  advancement  of  Expenses than would be afforded currently
under the Company's Certificate of Incorporation, Bylaws and this Agreement, it
is the agreement and intent of the parties  hereto  that Indemnitee shall enjoy
by this Agreement the greater benefits so afforded by such change.  No right or
remedy  herein  conferred is intended to be exclusive of  any  other  right  or
remedy, and every other right and remedy shall be cumulative and in addition to
every other right  and  remedy  given hereunder or now or hereafter existing at
law or in equity or otherwise.  The  assertion  or  employment  of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent  assertion  or
employment of any other right or remedy.

      (b)   To  the  extent  that  the Company maintains an insurance policy or
policies providing liability insurance  for  directors, officers, employees, or
agents of the Company or of any other corporation,  partnership, joint venture,
trust,  employee benefit plan or other enterprise such  person  serves  at  the
request of  the Company, Indemnitee shall be covered by such policy or policies
in accordance  with  its  or  their terms to the maximum extent of the coverage
available for any such director,  officer,  employee or agent under such policy
or policies.

      (c)   In the event of any payment under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee,  who  shall  execute all documents required  and  take  all  action
necessary to secure such rights,  including  execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights.

      (d)   The Company shall not be liable under  this  Agreement  to make any
payment  of  amounts  otherwise  indemnifiable  (or  for  which advancement  is
provided  hereunder)  hereunder  if  and  to  the  extent  that Indemnitee  has
otherwise  theretofore  actually  received  such  payment  under any  insurance
policy, contract, agreement or otherwise.

      (e)   The Company's obligation to indemnify or advance Expenses hereunder
to  Indemnitee  who  is  or  was  serving  at the request of the Company  as  a
director,  officer, employee or agent of any  other  corporation,  partnership,
joint venture,  trust,  employee  benefit  plan  or  other  enterprise shall be
reduced  by  any  amount  Indemnitee  has  actually   theretofore  received  as
indemnification  or  advancement  of  expenses  from  such  other  corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.

      12.   DURATION  OF  AGREEMENT.   This Agreement shall continue until  and
terminate upon the later of:  (i) 10 years after the date that Indemnitee shall
have ceased to serve as a director or officer  of  the Company (or of any other
corporation, partnership, joint venture, trust, employee  benefit plan or other
enterprise that Indemnitee served at the request of the Company);  or  (ii) the
final termination of any Proceeding then pending in respect of which Indemnitee
is  granted rights of indemnification or advancement of Expenses hereunder  and
of any  proceeding  commenced  by  Indemnitee  pursuant  to Section 10 relating
thereto.  This Agreement shall be binding upon the Company  and  its successors
and assigns and shall inure to the benefit of Indemnitee and his or  her heirs,
executors and administrators.

      13.   SEVERABILITY.   If  any  provision  or provisions of this Agreement
shall  be  held  to  be  invalid,  illegal  or  unenforceable  for  any  reason
whatsoever:  (i)  the validity, legality and enforceability  of  the  remaining
provisions of this  Agreement (including without limitation each portion of any
Section of this Agreement  containing  any  such  provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall  not  in  any  way  be  affected  or impaired thereby  and  shall  remain
enforceable to the fullest extent permitted  by  law;  (ii) such  provision  or
provisions  shall  be  deemed  reformed  to  the extent necessary to conform to
applicable law and to give the maximum effect  to  the  intent  of  the parties
hereto;  and  (iii) to  the  fullest  extent  possible,  the provisions of this
Agreement  (including without limitation each portion of any  Section  of  this
Agreement containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable,  that  is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.

      14.   EXCEPTION TO  RIGHT  OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES.
Notwithstanding any other provision  of  this Agreement, but subject to Section
10,  Indemnitee  shall  not be entitled to indemnification  or  advancement  of
Expenses  under this Agreement  with  respect  to  any  Proceeding  brought  by
Indemnitee,  or  any  claim  therein, unless the bringing of such Proceeding or
making of such claim shall have been approved by the Board.

      15.   IDENTICAL COUNTERPARTS.   This  Agreement may be executed in one or
more counterparts, each of which shall for all  purposes  be  deemed  to  be an
original but all of which together shall constitute one and the same Agreement.
Only  one  such  counterpart signed by the party against whom enforceability is
sought needs to be produced to evidence the existence of this Agreement.

      16.   HEADINGS.   The  headings  of  the paragraphs of this Agreement are
inserted for convenience only and shall not  be  deemed  to  constitute part of
this Agreement or to affect the construction thereof.

      17.   DEFINITIONS.  For purposes or this Agreement:

      (a)   "Affiliate" means with respect to any person or entity,  any  other
person   or   entity   that,  directly  or  indirectly,  through  one  or  more
intermediaries, controls,  is  controlled  by  or is under common control with,
such person or entity.

      (b)   "Corporate Status" describes the status of a person who is or was a
director,  officer,  employee  or  agent  of  the  Company   or  of  any  other
corporation, partnership, joint venture, trust, employee benefit  plan or other
enterprise that such person is or was serving at the request of the Company.

      (c)   "Enterprise"  shall  mean  the  Company  and any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise of
which Indemnitee is or was serving at the request of the Company as a director,
officer, employee, agent or fiduciary.

      (d)   "Expenses" shall include all reasonable attorneys' fees, retainers,
court  costs,  transcript  costs,  fees of experts, witness  fees,  travel  and
lodging expenses, duplicating costs,  printing  and  binding  costs,  telephone
charges,  postage,  delivery  service  fees,  supersedeas  bonds, and all other
disbursements or expenses of the types customarily incurred  in connection with
prosecuting, defending, preparing to prosecute or defend, investigating,  being
or preparing to be a witness in, or otherwise participating in, a Proceeding.

      (e)   "Good  Faith"  shall mean Indemnitee having acted in good faith and
in a manner Indemnitee reasonably  believed to be in or not opposed to the best
interests of the Company, and, with  respect to any criminal Proceeding, having
had no reasonable cause to believe Indemnitee's conduct was unlawful.

      (f)   "Independent Counsel" means  a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither presently is, nor
in the past five years has been, retained  to represent: (i) the Company or any
Affiliate thereof or Indemnitee (other than  with respect to matters concerning
the  Indemnitee  under this Agreement, or of other  indemnitees  under  similar
indemnification agreements),  or  (ii) any other party to the Proceeding giving
rise to a claim for indemnification  hereunder.  Notwithstanding the foregoing,
the term "Independent Counsel" shall not  include  any  person  who,  under the
applicable  standards  of  professional  conduct then prevailing, would have  a
conflict of interest in representing the Company  or Indemnitee in an action to
determine Indemnitee's rights under this Agreement.  The Company shall promptly
pay  the reasonable fees and expenses of the Independent  Counsel  referred  to
above  and  shall  fully  indemnify  such counsel against any and all Expenses,
claims, liabilities and damages arising out of or relating to this Agreement or
its engagement pursuant hereto.

      (g)   "Proceeding" includes any  threatened, pending or completed action,
suit,  arbitration,  alternate  dispute  resolution  mechanism,  investigation,
inquiry, administrative hearing or any other  actual,  threatened  or completed
proceeding, whether brought by or in the right of the Company or otherwise  and
whether  civil,  criminal, administrative or investigative, in which Indemnitee
was, is or will be involved as a party or otherwise, by reason of the fact that
Indemnitee is or was  a  director  or  officer of the Company, by reason of any
action taken by Indemnitee or of any inaction  on  the part of Indemnitee while
acting as director or officer of the Company, or by  reason  of  the  fact that
Indemnitee  is  or  was  serving  at  the request of the Company as a director,
officer, employee or agent of another corporation,  partnership, joint venture,
trust or other enterprise, in each case whether or not  Indemnitee is acting or
serving in any such capacity at the time any liability or  expense  is incurred
for which indemnification or advancement of expenses can be provided under this
Agreement;  except  one  initiated  by  a Indemnitee pursuant to Section 10  to
enforce his or her rights under this Agreement.

      (h)   References to "other enterprise"  shall  include  employee  benefit
plans; references to "fines" shall include any excise tax assessed with respect
to  any  employee  benefit  plan;  references to "serving at the request of the
Company" shall include any service as a director, officer, employee or agent of
the Company that imposes duties on,  or  involves  services  by, such director,
officer,  employee  or  agent  with  respect  to an employee benefit  plan,  as
participants or beneficiaries; and a person who  acted  in  good faith and in a
manner  Indemnitee  reasonably  believed  to  be in the best interests  of  the
participants and beneficiaries of an employee benefit  plan  shall be deemed to
have acted in Good Faith.

      1.    ENFORCEMENT.

      (a)   The Company expressly confirms and agrees that it  has entered into
this  Agreement and assumed the obligations imposed on it hereby  in  order  to
induce  Indemnitee  to  continue  to  serve as a director and/or officer of the
Company, and to serve upon any committee  of   the  Board  as  requested by the
Board,  and  the  Company  acknowledges  that  Indemnitee is relying upon  this
Agreement in serving as a director and/or officer  of  the Company and a member
of any such committee.

            (a)         This Agreement constitutes the entire agreement between
                        the parties hereto with respect  to  the subject matter
                        hereof   and   supersedes  all  prior  agreements   and
                        understandings,  oral, written and implied, between the
                        parties  hereto with  respect  to  the  subject  matter
                        hereof.

            (b)         The right  to  be indemnified or to receive advancement
                        of Expenses under  this  Agreement  (i)  is  a contract
                        right  based  upon  good  and  valuable  consideration,
                        pursuant to which Indemnitee may sue, (ii)  is  and  is
                        intended  to  be  retroactive  to  the  date Indemnitee
                        became a director or officer of the Company  and  shall
                        be  available  as to events occurring prior to the date
                        of this Agreement  and  (iii)  shall continue after any
                        rescission   or   restrictive  modification   of   this
                        Agreement as to events occurring prior thereto.

      19.   MODIFICATION AND WAIVER.  No supplement,  modification or amendment
of this Agreement shall be binding unless executed in writing  by  both  of the
parties hereto.  No waiver of any of the provisions of this Agreement shall  be
deemed  or shall constitute a waiver of any other provisions hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver.

      20.   NOTICE  BY  INDEMNITEE.   Indemnitee  agrees promptly to notify the
Company  in  writing  upon being served with any summons,  citation,  subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter that may be subject  to  indemnification  or  advancement of Expenses
covered hereunder.  The failure of Indemnitee to so notify  the  Company  shall
not  relieve  the Company of any obligation it may have to the Indemnitee under
this Agreement  or  otherwise,  except  to the extent the Company is materially
prejudiced by such failure.

      21.   NOTICES.  All notices, requests,  demands  and other communications
hereunder shall be in writing and shall be deemed to have  been  duly  given if
(i)  delivered  by  hand  and receipted for by the party to whom the notice  or
other communication shall have  been  directed,  or (ii) mailed by certified or
registered mail with postage prepaid, on the third  business day after the date
on which it is so mailed:

      (a)   If to Indemnitee, to:




            with a copy to:




      (b)   If to the Company, to:

            The Bombay Company, Inc.
            550 Bailey Avenue, Suite 700
            Fort Worth, Texas  76107
            Attention:  Corporate Secretary


or  to  such  other  address  as  may  have been furnished to  the  Company  by
Indemnitee or to Indemnitee by the Company, as the case may be.

      22.   CONTRIBUTION.  To the fullest  extent  permissible under applicable
law, if the indemnification provided for in this Agreement  is  unavailable  to
Indemnitee  for  any  reason  whatsoever,  the Company, in lieu of indemnifying
Indemnitee, shall contribute to the amount incurred  by Indemnitee, whether for
judgments,  fines,  penalties, excise taxes, amounts paid  or  to  be  paid  in
settlement and/or for  Expenses,  in  connection  with any claim relating to an
indemnifiable event under this Agreement, in such proportion  as is deemed fair
and reasonable in light of all of the circumstances of such Proceeding in order
to reflect (i) the relative benefits received by the Company and  Indemnitee as
a result of the event(s) and/or transaction(s) giving rise to such  Proceeding;
and/or  (ii)  the  relative  fault of the Company (and its directors, officers,
employees and agents) and Indemnitee  in  connection  with such event(s) and/or
transaction(s).

      23.   GOVERNING LAW; SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR
SERVICE OF PROCESS.  This Agreement and the legal relations  among  the parties
shall be governed by, and construed and enforced in accordance with,  the  laws
of the State of Delaware, without regard to its conflict of laws rules.  Except
with  respect  to  any  arbitration commenced by Indemnitee pursuant to Section
10(a), the Company and Indemnitee  hereby  irrevocably  and unconditionally (i)
agree that any action or proceeding arising out of or in  connection  with this
Agreement  shall be brought only in the Chancery Court of the State of Delaware
(the "Delaware  Court"),  and  not  in  any other state or federal court in the
United States of America or any court in any other country, (ii) consent to and
submit to the exclusive jurisdiction of the  Delaware Court for purposes of any
action or proceeding arising out of or in connection with this Agreement, (iii)
agree that service to their respective addresses  referenced herein, as amended
from time to time, is good service of process, (iv)  waive any objection to the
laying of venue of any such action or proceeding in the Delaware Court, and (v)
waive, and agree not to plead or to make, any claim that  any  such  action  or
proceeding  brought  in  the  Delaware Court has been brought in an improper or
otherwise inconvenient forum.

      24.   MISCELLANEOUS.  All  references in this Agreement to Sections shall
be deemed to be references to Sections  of  this  Agreement  unless the context
indicates otherwise.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.


                                    The Bombay Company, Inc.


                                           /s/ Michael J. Veitenheimer
                                    By:
                                    Name:  Michael J. Veitenheimer
                                    Title: Vice   President,   Secretary    and
General Counsel





                                    Indemnitee:




                                  Exhibit "A"


</TEXT>
</DOCUMENT>
