Exhibit 10.32




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##### 



LEASE INDEX
 Section
    
    Subject1
    
    Basic Lease Provisions
12
    
    Demised Premises
23
    
    Term
34
    
    Base Rent
35
    
    Security Deposit
36
    
    Operating Expenses and Additional Rent
47
    
    Use of Demised Premises
58
    
    Insurance
69
    
    Utilities
810
    
    Maintenance and Repairs
811
    
    Tenants Personal Property; Indemnity
912
    
    Tenants Fixtures
913
    
    Signs
914
    
    Intentionally Deleted
915
    
    Governmental Regulations
1016
    
    Environmental Matters
1017
    
    Construction of Demised Premises
1218
    
    Tenant Alterations and Additions
1319
    
    Services by Landlord
1520
    
    Fire and Other Casualty
1521
    
    Condemnation
1522
    
    Tenants Default
1623
    
    Landlords Right of Entry
2024
    
    Lenders Rights
2125
    
    Estoppel Certificate
2226
    
    Landlords Liability
2227
    
    Notices
2228
    
    Brokers
2329
    
    Assignment and Subleasing
2330
    
    Termination or Expiration
25
  -i-




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Section
    
    Subject31
    
    Intentionally Deleted
2532
    
    Late Payments
2533
    
    Rules and Regulations
2534
    
    Quiet Enjoyment
2535
    
    Miscellaneous
2636
    
    Special Stipulations
2737
    
    Lease Date
2738
    
    Authority
2739
    
    No Offer Until Executed
27
 
  -ii-




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##### 



INDUSTRIAL LEASE AGREEMENT
 Lease Landlord Tenant
  Basic Lease Provisions
 
    Lease Year 1
    
    $
    421,718Lease Years 2 - 5
    
    $
    460,056Lease Years 6 - 10
    
    $
    517,560
  Lease Year 1Month 1
    
    $
    -0-Months 2 - 12
    
    $
    38,338Lease Years 2 - 5
    
    $
    38,338Lease Years 6 - 10
    
    $
    43,130
       -1-




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##### 



Landlord:
    
    Pinnacle Industrial Center Limited Partnershipc/o Industrial Developments International, Inc.3424 Peachtree Road, N.E., Suite 1500Atlanta, Georgia 30326Attn: Vice President  OperationsTenant:
    
    Tandy Brands Accessories, Inc.690 E. Lamar Blvd.#200Arlington, Texas 76011Attn: David Wagner
  Pinnacle Industrial Center Limited Partnershipc/o IDI Services Group, Inc.3424 Peachtree Road, N.E.Suite 1500Atlanta, Georgia 30326
 (o) Broker(s):
    
    Vantage Management Company2911 Turtle Creek, Suite 500Dallas, Texas 75219Attention: Mr. Scott Bredehoeft
 Demised Premises Exhibit A Building Project
  -2-




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Term Preliminary Term Primary Term Term Lease Year
 Base Rent Base Rent
 Security Deposit Security Deposit provided however
  -3-




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Operating Expenses and Additional Rent
 Operating
Expenses Building Common Area
  -4-




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Use of Demised Premises
     -5-




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Insurance
   Improvements
  -6-




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-7-




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Exhibit C
 Utilities
 Maintenance and Repairs
  Tenants Affiliates
  -8-




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Tenants Personal Property; Indemnity
 Tenants Fixtures provided however
 Signs
 Intentionally Deleted
  -9-




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##### 



Governmental Regulations Governmental Requirements Code Modification
 Environmental Matters
  Contamination
 Environmental Laws
 Hazardous Substances CERCLA RCRA
  -10-




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provided however
   -11-




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Construction of Demised Premises
 Plans and Specifications Exhibit B Tenant Changes
  -12-




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Exhibit C
 Punchlist
   Tenant Alterations and Additions
 Tenants Change
  -13-




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provided however
  -14-




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Services by Landlord
 Fire and Other Casualty Determination Notice
 Condemnation
   -15-




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Tenants Default
         -16-




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Remaining
Term plus plus
  -17-




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Treasury Yield
   -18-




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-19-




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Landlords Right of Entry
  -20-




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provided however
 Lenders Rights
  Lender
 Mortgage
      -21-




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##### 



Estoppel Certificate
 Landlord Liability
 Notices
  -22-




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##### 



Brokers Brokers
 Assignment and Subleasing
 Exhibit C
   -23-




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provided however
   -24-




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Termination or Expiration
    Intentionally Deleted
 Late Payments Interest
Rate
 Rules and Regulations Exhibit D
 Quiet Enjoyment
  -25-




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Miscellaneous
             -26-




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##### 



Special Stipulations Exhibit C
 Lease Date Lease Date
 Authority Exhibit E
 No Offer Until Executed
   -27-




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##### 



LANDLORD:Date: 9-24-99
    PINNACLE INDUSTRIAL CENTER LIMITED
PARTNERSHIP, a Texas limited partnershipBy:
    ID International (Texas), Inc.,a Georgia corporation, General Partner By:
    /s/  Timothy J. GunterName:
    Timothy J. GunterTitle:
    Secretary(CORPORATE SEAL) By:
    CG Pinnacle, L.L.C., a Delaware limitedliability company, General Partner By:
    Connecticut General Life InsuranceCompany, a Connecticut corporation,its Member By:
    CIGNA Investments, Inc.,authorized signatory By:
    /s/ Stephen J. OlsteinName:
    Stephen J. OlsteinTitle:
    Managing Director(CORPORATE SEAL) Date: 9/15/99
    TENANT:
TANDY BRANDS ACCESSORIES, INC.,
a Delaware corporationBy:
    /s/ Stan NinemireStan NinemireSenior Vice President(CORPORATE SEAL)  -28-




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##### 



Landlord
   
 th
 /s/ Charlotte RobinsonNotary PublicMy Commission Expires: 10-06-01   
 th
 /s/ Barbara T. DresslerNotary PublicMy Commission Expires: September 30, 2002  -29-




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Tenant
   
 th
 /s/ Janice GoochNotary PublicMy Commission Expires: 6-18-2001  -30-




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##### 



EXHIBIT B
PLANS AND SPECIFICATIONS
 INTERIOR FINISH STANDARD SPECIFICATIONS
INDUSTRIAL DEVELOPMENTS INTERNATIONAL, INC.
 1.
    
    CARPENTRY & MILLWORKA.
    
    One 3-0 Lavatory Counter  Top with Back-Splash in each bathroom.B.
    
    One 6-0 Plastic Laminate Base & Upper Cabinets with Laminate Tops in kitchen/break room.2.
    
    DOORS
 A.
    
    Glass entrance door is existing. If relocation is required, there would be an additional
charge.B.
    
    Interior doors  1/30 lf of interior partitions.
 1.
    
    3-0 x 7-0 KD hollow metal frame. (Redi or Timely)2.
    
    3-0 x 7-0 Solid Core, Flush, Stain Grade Birch Door.3.
    
    1-1/2 Pair Plain Bearing Butts, US-3 Finish.4.
    
    Lever action privacy or passage latch, Series A, Levon style by Schlage or
equal.5.
    
    Floor or wall mounted door stop.
 C.
    
    Labeled Doors  1/40 lf of Warehouse/Office Separation Wall.
 1.
    
    3-0 x 7-0, Solid Core Door and Frame.2.
    
    1-1/2 Pair Plain Bearing Butts, US-3 Finish.3.
    
    Lever Action Lockset, Series D, Olympiad style by Schlage or equal.4.
    
    Surface Mounted Closer.
 3.
    
    PARTITIONSA.
    
    Demising Walls  One per tenant space.
 1.
    
    Partition extended to deck above and constructed of 6, 20 ga. Studs at 24
o.c. with 5/8 Fire Code Gypsum Board, both sides. Fire tape to deck.
 B.
    
    Office/Warehouse Separation Wall  One per tenant space.
 1.
    
    Drywall Partition 10 high and constructed of 3 5/8, 25 ga. studs at 24 O.C.
with 5/8 Fire Code Gypsum Board both sides and 3 1/2 thick insulation.
  b-1




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C.
    
    Interior Partitions
 1.
    
    9-6 Interior Partitions to extend 6 above ceiling, construction to be of
3-5/8, 25 ga. Studs at 24 o.c. with 5/8 Gypsum Board on both sides.
 4.
    
    ACOUSTICAL CEILINGS- All finished office areaA.
    
    2-0 x 4-0 Standard Grid System with 5/8 non-directional fissured tile, mineral board
ceiling panels. Ceiling grid system to be non-continuous installed in individual office/work
areas.
 5.
    
    FLOORINGA.
    
    Vinyl Composition Tile is to be installed in kitchen/break room and all restrooms. Tile to
be 1/8 Armstrong Excelon line or equal.B.
    
    All other finished office areas are to be carpeted. An allowance of $12.00/sy to
purchase and install carpeting is included.C.
    
    A 4 Rubber Cove Base is to be installed in all finished office areas.D.
    
    Warehouse floors are to be cleaned and sealed with one coat of acrylic sealer.6.
    
    PAINTING & WALL COVERINGA.
    
    All walls in finished office area are to be primed and painted with two coats of Flat Latex
Paint.B.
    
    Doors are to be stained and sealed.C.
    
    Restroom walls to be painted with one coat of primer and one coat of premium grade washable
semi-gloss latex paint.D.
    
    No walls are painted in the warehouse.E.
    
    FRP wainscot paneling to be installed in rest rooms on all wet walls as per code.7.
    
    HVACA.
    
    The warehouse area will be cooled to approximate average of 80° degrees Fahrenheit when it is
100° degrees outside. Heating in the warehouse area will be an approximate average of 55°
degrees Fahrenheit when it is 20° degrees Fahrenheit outside.Heating and Air Conditioning in office area to be furnished at a rate of one ton per 350 SF.
Higher cooling loads imposed by equipment or heavier than normal occupancy would be at
additional cost. Provide a standard heat/cool thermostat mounted 5-0 A.F.F in each zone.
A 20 degree Fahrenheit differential from the exterior temperature is expected.
  b-2




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B.
    
    Exhaust fans are to be provided in restrooms.8.
    
    PLUMBINGA.
    
    Tank-type, elongated commode(s) to meet handicap requirements in each restroom.B.
    
    One lavatory in each restroom.C.
    
    One single-bowl stainless steel sink in kitchen/break room.D.
    
    One electric hot water heater to meet requirements of space.9.
    
    FIRE PROTECTIONA.
    
    Sprinkler heads are to be dropped from the existing system to office area ceilings. An
allowance of one sprinkler head per 120 SF of finished office area is included. If partition
configuration dictates additional heads, they would be installed at an additional charge.10.
    
    ELECTRICALSERVICE:A.
    
    400 amp/480 volt/3 phase depending on size of lease area.OFFICE AREA:A.
    
    One 2 x 4 lay-in, 4 tube fluorescent with acrylic lens & energy saving ballast per
(80) SF.B.
    
    One lighted exit sign per 750 SF (minimum of 2).C.
    
    One 120v duplex convenience outlet per 75 SF.D.
    
    One dedicated 120v duplex receptacle per 1000 SF (minimum of 2).E.
    
    Provisions for one telephone outlet per 250 SF.F.
    
    One single pole switch per 250 SF.G.
    
    Two 3-way switches per 2500 SF.H.
    
    Power wiring of all HVAC systems listed under HVAC. (Exhaust fans & A/C @ 350 SF/TON.)
  b-3




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WAREHOUSE AREA:A.
    
    Lighting is to be by 400w metal halide fixtures providing 25 fc at 36 AFF
(two rows per bay); high or dense racking may cause increase in number of light fixtures @
tenants expense.B.
    
    Power wiring of all HVAC systems listed under HVAC. (Ventilation & gas fired unit heaters).11.
    
    SPECIALTIESA.
    
    5lb  ABC type fire extinguishers located as required per code.12.
    
    TOILET ACCESSORIES(One each per bathroom stall)A.
    
    48 grab bar.B.
    
    Single roll toilet paper holder.C.
    
    Surface mounted towel dispenser.D.
    
    16 x 24 mirror.13.
    
    SIDEWALKSA.
    
    Provide 50 SF of connecting sidewalk per tenant space where applicable.14.
    
    ARCHITECTURALA.
    
    Provide all preliminary and construction documents.
  b-4




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EXHIBIT C
 Special Stipulations
 Lease
  SNDA SNDA Exhibit F Exhibit F
 Inspection Rights
    c-1




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Landlord Insurance
   Construction of Demised Premises Delay
 Landlord Default
  c-2




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Assignment and Subleasing Tangible Net Worth
 Blanket Insurance
      Umbrella Insurance
  c-3




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EXHIBIT D
 Rules And Regulations
              d-1




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EXHIBIT E
 CERTIFICATE OF AUTHORITY
CORPORATION
 Tenant Landlord Premises
   /s/ Stan Ninemire(name)
    
    (title)
    
    (signature)(name)
    
    (title)
    
    (signature)(name)
    
    (title)
    
    (signature)
  /s/ Darrel A. RiceSecretary[CORPORATE SEAL]  e-1




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EXHIBIT F
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
 Lender   Tenant   Landlord
 W I T N E S S E T H T H A T:
 Deed
of Trust  Exhibit
A Mortgaged Premises
 Lease   Demised Premises
   Subordination
 Non-Disturbance
  f-1




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Attornment
 Obligations and Remedies
     f-2




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No Abridgment
 Notices of Default to Lender
 Representations by Tenant
  f-3




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Rent Payment
 Notice of Deed of Trust
 Landlord Defaults
 No Amendment, Termination, Assignment or Subletting of Lease
 Liability of Lender Landlord
  f-4




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##### 



Notice
 To Lender:
    
    Guaranty Federal Bank, F.S.B.
8333 Douglas Avenue
Dallas, Texas 75225
Attn: Commercial Real Estate Lending DivisionTo Tenant:
 Attn:
  Modification
 Successor Lender
 Successors and Assigns
 Paragraph Headings
  f-5




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Gender and Number
 Applicable Law
 Counterparts
  LENDER:GUARANTY FEDERAL BANK, F.S.B.,
a federal savings bankBy:Name:Title:TENANT:By:Name:Title:LANDLORD:By:Name:Title:
   f-6




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FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENT
 Landlord Tenant
 RECITALS
 Lease Original Demised
Premises
      Lease Year 1
    
    $
    467,830.00Lease Years 2 - 5
    
    $
    510,360.00Lease Years 6 - 10
    
    $
    574,152.00
   Lease Year 1Month 1
    
    $
    -0-Months 2  12
    
    $
    42,530.00Lease Years 2  5
    
    $
    42,530.00Lease Years 6  10
    
    $
    47,846.00




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##### 



Term
 Exhibit A Expansion
Space
     Amendment Date
  -2-




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##### 



-3-




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##### 



LANDLORD:PINNACLE INDUSTRIAL CENTER LIMITEDPARTNERSHIP, a Texas limited partnershipDate: January 5, 2000
    
    By:
    
    ID International (Texas), Inc., a Georgia
corporation, General PartnerBy:
    
    /s/ Henry D. GregoryName: Henry D. Greg GregoryTitle: President[CORPORATE SEAL]By:
    
    CG Pinnacle, L.L.C., a Delaware
limited liability company,
General PartnerBy:
    
    Connecticut General Life Insurance
Company, a Connecticut corporation,
its MemberBy:
    
    CIGNA Investments, Inc.,
authorized signatoryBy:
    
    /s/ Leon PouncyName: Leon Pouncy
Title: Managing Director[CORPORATE SEAL]
  -4-




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TENANT:TANDY BRANDS ACCESSORIES, INC.,
a Delaware corporationDate: 12-17-99
    
    By:
    
    /s/ Stan Ninemire

Name:Title:[CORPORATE SEAL]
  -5-




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CONSENT
 Amendment Deed of Trust Mortgaged Premises Replacement Promissory Note
 LENDER:GUARANTY FEDERAL BANK, F.S.B.,a federal savings bankDate:
    
    
    
    
    
    By:Name:Title:
  -6-




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CERTIFICATE OF AUTHORITY
CORPORATION
 Tenant Landlord Premises
   Stan Ninemire
    
    Senior Vice President
    
    /s/ Stan Ninemire(name)
    
    (title)
    
    (signature)(name)
    
    (title)
    
    (signature)(name)
    
    (title)
    
    (signature)
  /s/ Darrel A. RiceSecretary




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##### 



Exhibit A




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##### 



SECOND AMENDMENT TO LEASE  (Expansion of Demised Premises)
 I. PARTIES AND DATE
 Amendment Landlord Tenant
 II. RECITALS
 Lease Demised
Premises Building
 Expansion Premises
 III. MODIFICATIONS
  Reaffirmance of Lease
 Expansion of Demised Premises Expansion Premises Commencement Date Exhibit A
  1




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##### 



Improvement Work Work Landlords Contractor Tenants Share
 Modification of Square Footage and Tenants Proportionate Share
 Annual Base Rent
 Annual Base Rent:Lease Year 1
    
    $
    467,830.00Lease Year 2  The day preceding the Expansion Premises
Commencement Date
    
    $
    510,360.00Expansion Premises Commencement Date  2/15/05
    
    $
    620,695.882/16/05  1/31/10
    
    $
    697,668.72
 Monthly Base Rent
 Monthly Base Rent Installments:Lease Year 1Month 1
    
    $
    0Months 2-12
    
    $
    42,530.00Lease Year 2  The day preceding the Expansion Premises
Commencement Date
    
    $
    42,530.00Expansion Premises Commencement Date  2/15/05
    
    $
    51,724.662/16/05  1/31/10
    
    $
    58,139.06
  2




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Environmental Matters
  Remedial Work
  3




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Tenant Affiliates Environmental Claim Environmental Permits
     4




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Tenants Default th
 Assignment
  Waiver of Jury Trial
 Waiver of Jury Trial
 Address for Notice
 
  5




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Representations and Warranties
 Broker
 IV. GENERAL
 Effect of Amendment; Ratification
 Counterparts
 Governing Law
  6




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##### 



Sole Agreement
 Time of the Essence
 Attorneys Fees
 Authority to Execute
  LANDLORD:
    
    
    
    TENANT:PINNACLE INDUSTRIAL DALLAS, INC.,
    
    
    
    TANDY BRANDS ACCESSORIES, INC.,a Delaware corporation
    
    
    
    a Delaware corporationBy:
    
    
    
    
    
    
    
    By:
    
    /s/ Stan NinemireName:
    
    
    
    
    
    
    
    Name:
    
    Stan NinemireTitle:
    
    
    
    
    
    
    
    Title:
    
    Executive Vice PresidentDate of Execution: September ___, 2003
    
    
    
    By:Name:Title:Date of Execution: September ___, 2003
  7




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##### 



EXHIBIT A
 EXPANSION PREMISES
 
  A-1




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##### 



Re:
    
    Pinnacle Park II
3631 West Davis Street
Dallas, Texas 75211
 THIRD AMENDMENT TO LEASE
 THE STATE OF TEXAS
    
    §§
    
    KNOW ALL MEN BY THESE PRESENTS:COUNTY OF DALLAS
    
    §
 Amendment Landlord Tenant
 R E C I T A L S
 Original
Landlord Original Lease  Lease Current
Premises Building
    THIRD AMENDMENT TO LEASE




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##### 



CERTAIN AMENDMENTS
 Second Expansion Premises Second
Expansion Premises Effective Date SEPED Exhibit A Second Expansion
Premises Premises
 Tenants Operating Expense Percentage
 Term
 Base Rent
 Annual
    
    
    MonthlyPeriod*:
    
    Base Rent Per R.S.F.:
    
    
    Base Rent:Second Expansion Premises Effective Date 
150th day following SEPED**
    
    $
    0.00
    
    
    $
    0.00151st day following SEPED  1/31/13
    
    $
    3.35
    
    
    $
    62,785.142/1/13  1/31/18
    
    $
    3.55
    
    
    $
    66,533.512/1/18  1/31/20
    
    $
    3.75
    
    
    $
    70,281.88
 *
    
    Note: Pursuant to the above schedule, Tenants Base Rent obligation for the Current Premises is
reduced.**
    
    To the extent that the Refurbishment Work is not sufficiently completed by the date which is 150
days following the SEPED so that the Second Expansion Premises can be used and occupied by Tenant
for the uses and purposes permitted and contemplated hereunder, and if such failure to
so sufficiently complete is due, in whole or in part, to Landlords (or its agents, employees or
contractors) acts or omissions to act, then the Base Rent shall thereafter be further equitably
abated until the date that such Refurbishment Work is so substantially completed. THIRD AMENDMENT TO LEASE




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##### 



AS IS; Refurbishment Work Refurbishment Allowance Refurbishment
Work Tenants Change Deposit
 THIRD AMENDMENT TO LEASE




---



##### 



Punchlist Items
 THIRD AMENDMENT TO LEASE




---



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Brokers Broker
 Extension Option Exhibit B
 Miscellaneous Amendments to Lease
   THIRD AMENDMENT TO LEASE




---



##### 



THIRD AMENDMENT TO LEASE




---



##### 



Building Signage Laws
 Tenants
Cosmetic Alterations Notice Cosmetic Alterations
    THIRD AMENDMENT TO LEASE




---



##### 



SNDA
      Second Expansion Premises Effective Date Confirmation Exhibit C
 THIRD AMENDMENT TO LEASE




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##### 



Additional Consideration (Letter of Credit) Exhibit D
 Contingency Contingency
 Further Amendments
 Signage
 THIRD AMENDMENT TO LEASE




---



##### 



Parking
  MISCELLANEOUS
 Ratification
 THIRD AMENDMENT TO LEASE




---



##### 



No Offer
 Counterparts
 Governing Document
 Margin & Substitution Taxes
  THIRD AMENDMENT TO LEASE




---



##### 



LANDLORD:THE REALTY ASSOCIATES FUND VII, L.P.,
a Delaware limited partnershipBy:
    
    Realty Associates Fund VII, LLC
its General PartnerBy:
    
    Realty Associates Advisors, LLC,
its ManagerBy:
    
    Realty Associates Advisors Trust,
its ManagerBy:
    
    /s/ Heather L. HohenthalOfficer
 TENANT:
TANDY BRANDS ACCESSORIES, INC.,
a Delaware corporationBy:
    /s/ N. Roderick McGeachy IIIName:
    N. Roderick McGeachy IIITitle:

    Chief Executive OfficerDate:

    August 24, 2009 THIRD AMENDMENT TO LEASE




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##### 



SECOND EXPANSION PREMISES
 
 THIRD AMENDMENT TO LEASE




---



##### 



EXTENSION OPTION
 Extension Option Extension
Term
 Extension Notice Extension Notice
 Terms of Extension Term
 Rent for Extension Term
 Definition of Market Rate Market Rate
 THIRD AMENDMENT TO LEASE




---



##### 



Determination of Market Rate  Baseball Arbitration Landlords Notice Tenants Review Period Outside Agreement Date
 THIRD AMENDMENT TO LEASE




---



##### 



Tenants Default
 No Extension Option After Transfer
 Occupancy of Premises
 No Extension Option After Exercise of Certain Options
 THIRD AMENDMENT TO LEASE




---



##### 



Brokerage Commissions
 Amendment to Lease
 THIRD AMENDMENT TO LEASE




---



##### 



SECOND EXPANSION PREMISES EFFECTIVE DATE CONFIRMATION
 Landlord:
    
    THE REALTY ASSOCIATES FUND VII, L.P.
 Tenant:
    
    TANDY BRANDS ACCESSORIES, INC.
 Confirmation   Amendment Premises
 Second Expansion Premises Effective Date
 Acceptance of Premises
 Incorporation
  THIRD AMENDMENT TO LEASE




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##### 



LANDLORD:THE REALTY ASSOCIATES FUND VII, L.P.,
a Delaware limited partnershipBy:
    
    Realty Associates Fund VII, LLC
its General PartnerBy:
    
    Realty Associates Advisors, LLC,
its ManagerBy:
    
    Realty Associates Advisors Trust,
its ManagerBy:Officer
 TENANT:
TANDY BRANDS ACCESSORIES, INC.,
a Delaware corporationBy:Name:
    N. Roderick McGeachy IIITitle:
    Chief Executive OfficerDate:  THIRD AMENDMENT TO LEASE




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##### 



ADDITIONAL CONSIDERATION (LETTER OF CREDIT)
 General L/C Exhibit D-1 L/C Amount Exhibit D-1 Security Deposit Laws
 Renewal of L/C L/C
Term Exhibit D-1
 THIRD AMENDMENT TO LEASE




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##### 



Draw on L/C
 Application of L/C Proceeds
 Enforcement
  Conflict
 THIRD AMENDMENT TO LEASE




---



##### 



Reduction in Amount of L/C
 Date:
    
    LC Amount:January 1, 2011
    
    $
    419,000.00January 1, 2012
    
    $
    330,000.00January 1, 2013
    
    $
    230,000,00January 1, 2014
    
    $
    121,000.00
  Elimination of L/C and New Security Deposit
 THIRD AMENDMENT TO LEASE




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##### 



LETTER OF CREDIT
   
  
 IRREVOCABLE STANDBY LETTER OF CREDIT NO. *****
    
    DATE OF ISSUE: <date>
 BENEFICIARY
    
    
    :
    
    
    THE REALTY ASSOCIATES FUND VII, L.P.C/O TA ASSOCIATES REALTY28 STATE STREET, 10TH FLOORBOSTON, MA  02109ATTN:  ASSET MANAGEMENT DEPARTMENTACCOUNT PARTY
    
    
    :
    
    
    TANDY BRANDS ACCESSORIES, INC.EXPIRY DATE
    
    
    :
    
    
    <date>, OR ANY AUTOMATICALLY EXTENDED DATE, AS HEREIN DEFINED.  IN NO EVENT WILL THIS LETTER OF CREDIT EXTEND BEYOND <date>TOTAL AMOUNT
    
    
    :
    
    
    USD amount  (amount U.S. DOLLARS)
  1.
    
    THIS ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS HERETO.
 2.
    
    DEMAND IN THE FORM OF ANNEX A
 THIRD AMENDMENT TO LEASE




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THIRD AMENDMENT TO LEASE




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END OF SPECIMEN LANGUAGE
 THIRD AMENDMENT TO LEASE




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ANNEX A
  
 
 RE:
    
    STANDBY LETTER OF CREDIT NO. ***** DATED ***** ISSUED BY
COMERICA BANK
  
  BENEFICIARY NAMEAUTHORIZED SIGNATURE  TITLEPRINT NAME  TITLE THIRD AMENDMENT TO LEASE




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Re:
    
    Pinnacle Park II
3631 West Davis Street
Dallas, Texas 75211
 FOURTH AMENDMENT TO LEASE
 THE STATE OF TEXAS
    
    §§
    
    KNOW ALL MEN BY THESE PRESENTS:COUNTY OF DALLAS
    
    §
 Amendment Landlord Tenant
 R E C I T A L S
 Original
Landlord Original Lease  Third Amendment Lease Building
    FOURTH AMENDMENT TO LEASE




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CERTAIN AMENDMENTS
 Modifications to Third Amendment
 Term th
 Base Rent
 Annual BaseRent Per
    
    
    MonthlyPeriod*:
    
    R.S.F.:
    
    
    Base Rent:SEPED  150th day following SEPED**
    
    $
    0.00
    
    
    $
    0.00151st day following SEPED 
42nd full month following SEPED
    
    $
    3.35
    
    
    $
    62,785.1443rd full month following SEPED 
102nd full month following SEPED
    
    $
    3.55
    
    
    $
    66,533.51103rd full month following SEPED 
126th full month following SEPED
    
    $
    3.75
    
    
    $
    70,281.88
 *
    
    Note: Pursuant to the above schedule, Tenants Base Rent obligation for the
Current Premises may be reduced.**
    
    To the extent that the Refurbishment Work is not sufficiently completed by the
date which is 150 days following the SEPED so that the Second Expansion Premises can
be used and occupied by Tenant for the uses and purposes permitted and contemplated
under the Lease, and if such failure to so sufficiently complete is due, in whole or
in part, to Landlords (or its agents, employees or contractors) acts or
omissions to act, then the Base Rent shall thereafter be further equitably abated
until the date that such Refurbishment Work is so substantially completed.The Base Rent under the Lease shall be due and payable in equal monthly
installments, each such monthly installment due and payable on the first day of
each calendar month, in advance, without demand and without setoff or deduction
whatsoever (except, in each such case, as may be otherwise expressly set forth in
the Lease or herein). Prior to the Second Expansion Premises Effective Date, the
Base Rent shall remain as set forth in the Lease. FOURTH AMENDMENT TO LEASE




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Brokers Broker
 Further Amendments
  MISCELLANEOUS
 Ratification
 No Offer
 Counterparts
 Governing Document
  FOURTH AMENDMENT TO LEASE




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LANDLORD:THE REALTY ASSOCIATES FUND VII, L.P.,
a Delaware limited partnershipBy:
    
    Realty Associates Fund VII, LLC
its General PartnerBy:
    
    Realty Associates Advisors LLC,
its ManagerBy:
    
    Realty Associates Advisors Trust,
its ManagerBy:
    
    /s/ Heather L. HohenthalOfficer
Heather L. Hohenthal 
Regional Director
 TENANT:
TANDY BRANDS ACCESSORIES, INC.,
a Delaware corporationBy:
    /s/ M.C. MackeyName:
    M.C. MackeyTitle:
    CFODate:
    9/30/09 FOURTH AMENDMENT TO LEASE