<PAGE>
                                                                   EXHIBIT 10.31

                             FIRST AMENDMENT TO THE
                         TANDY BRANDS ACCESSORIES, INC.
                            EMPLOYEES INVESTMENT PLAN


         Tandy Brands Accessories, Inc., a corporation organized under the laws
of the State of Delaware (the "Company"), previously adopted a stock bonus plan
designated as the Tandy Brands Accessories, Inc. Employees Investment Plan (the
"Plan"), originally effective as of January 1, 1991, amended and restated
effective April 1, 1999, and further amended and restated effective July 1,
2000. The Company reserved the right to amend the Plan under Section 15.1
thereof. Accordingly, the Company hereby amends the Plan as follows, effective
as of the dates specified below:

         1. Effective September 28, 2001, Article XIII is hereby amended by
deleting Section 13.8 "Loans to Participants" in its entirety. The name of
Article XIII shall be revised to read "Distributions and Withdrawals."

         2. Effective September 28, 2001, Article XIV, Section 14.5(c) is hereby
amended by restating Section 14.5(c) in its entirety to read as follows:

                  "(c) Prior Plan Employee Contribution Account and Prior Plan
         Employer Contribution Account: Prior to July 1, 2000, the Prior Plan
         Employee Contribution Accounts and Prior Plan Employer Contribution
         Accounts of Participants were invested solely in Company Stock. After
         July 1, 2000, all Prior Plan Employee Contribution Accounts and Prior
         Plan Employer Contribution Accounts will remain invested in Company
         Stock and Participants shall not be able to convert such accounts into
         any other investment option (such Company Stock fund hereinafter
         defined as the "Frozen Company Stock Fund")."

         IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed by its duly authorized representative, this 14th day of August, 2001.


                                    TANDY BRANDS ACCESSORIES, INC.


                                    By: /s/ J.S.B. JENKINS
                                       -----------------------------------------
                                    Name: J.S.B. Jenkins
                                         ---------------------------------------
                                    Title: President - CEO
                                          --------------------------------------


<PAGE>

                             SECOND AMENDMENT TO THE
                         TANDY BRANDS ACCESSORIES, INC.
                           EMPLOYEES INVESTMENT PLAN

         Tandy Brands Accessories, Inc., a corporation organized under the laws
of the State of Delaware (the "Company"), previously adopted a stock bonus plan
designated as the Tandy Brands Accessories, Inc. Employees Investment Plan (the
"Plan"), originally effective as of January 1, 1991, amended and restated
effective April 1, 1999, and further amended and restated effective July 1,
2000. The Company reserved the right to amend the Plan under Section 15.1
thereof. Accordingly, the Company hereby amends the Plan as follows, effective
July 1, 2002 (unless otherwise specified herein):

         1. Article II, Section 2.1(c) is hereby amended by restating Section
2.1(c) in its entirety to read as follows:

                  "(c) Annual Compensation: The total amounts paid by an
         Employer to an Employee as remuneration for personal services rendered
         during each Plan Year, as reported on the Employee's federal income tax
         withholding statement or statements (Form W-2 or its subsequent
         equivalent), together with any amounts not includable in the gross
         income of the Employee pursuant to Sections 125, 132(f)(4), 457 or
         402(g)(3) of the Code, but Annual Compensation shall not include (i)
         any Company contributions made under the Tandy Brands Accessories Stock
         Purchase Program which are used to purchase stock for a participating
         Employee and are included in such Form W-2 as referred to above and
         (ii) any amounts realized from the exercise of a non-qualified stock
         option or from a disqualifying disposition of a stock option qualified
         under Section 423 of the Code, if any. Effective for Plan Years
         beginning on or after January 1, 2002, Annual Compensation shall not
         exceed $200,000, as adjusted by the Secretary of the Treasury for
         increases in the cost of living at the time and in the manner set forth
         in Section 415(d) of the Code. On or after July 1, 1997, the family
         aggregation rules required by Section 414(q)(6) of the Code shall not
         apply."

         2. Article IV, Section 4.1 is hereby amended by restating Section 4.1
in its entirety to read as follows:

                  "4.1 Salary Reduction Contributions: Each Participant may
         elect to have contributed on his behalf to the Trust Fund, on a pre-tax
         basis, any whole percentage of his Annual Compensation which is not
         less than one percent (1%) and which does not exceed ten percent (10%);
         provided, however, that such amount may not exceed the dollar
         limitation contained in Section 402(g) of the Code in effect for such
         taxable year of the Participant, except to the extent permitted under
         Section 414(v) of the Code, if applicable. Salary Reduction
         Contributions shall be elected pursuant to a payroll withholding
         agreement, in accordance with Section 5.3 hereof. In the event that a
         payroll withholding agreement is not received for a Participant, a
         payroll withholding agreement is deemed to have been made and such
         Participant will be treated as if he elected one percent (1%) of his
         Annual Compensation to be contributed to the Trust Fund on his behalf
         as Salary Reduction Contributions. Salary Reduction Contributions are
         at all times one hundred percent (100%) vested and nonforfeitable.
         Salary Reduction Contributions made on behalf of a Participant shall be


<PAGE>

         added to the Trust Fund as soon as practicable after deduction from a
         Participant's paycheck, and shall be credited to the Salary Reduction
         Contribution Account of the Participant in accordance with Section
         6.1."

         3. Article IV, Section 4.4 is hereby amended by restating Section 4.4
in its entirety to read as follows:

                  "4.4 Dollar Limitation of Section 402(g) of the Code: If a
         Participant's Salary Reduction Contributions hereunder should exceed
         the dollar limitation contained in Section 402(g) of the Code in effect
         for such taxable year of the Participant (other than to the extent
         permitted under Section 414(v) of the Code), the excess (with earnings
         thereon) shall be distributed to the Participant. If the Participant
         also participates in another elective deferral program (within the
         meaning of Section 402(g)(3) of the Code) and if, when aggregating his
         elective deferrals under all such programs, an excess of deferral
         contributions arises under the dollar limitation in Section 402(g) of
         the Code with respect to such Participant, the Participant shall, no
         later than March 1st following the close of the Participant's taxable
         year, notify the Committee as to the portion of such excess deferrals
         to be allocated to this Plan and such excess so allocated to this Plan
         (with earnings thereon) shall be distributed to the Participant. In the
         event there is a loss allocable to an excess deferral, any distribution
         to a Participant as required by this Section 4.4 shall be no greater
         than the lesser of: (a) the value of the Participant's Salary Reduction
         Contribution Account or (b) the Participant's excess deferrals for the
         Plan Year. Any distribution under this Section shall be made to the
         Participant no later than the April 15th immediately following the
         close of the Participant's taxable year for which such excess deferrals
         were made."

         4. Article IV, Section 4.5 is hereby amended by restating Section 4.5
in its entirety to read as follows:

                  "4.5 Deferral Percentage Test: Each Plan Year, the Committee
         shall determine:

                           (a) The "deferral percentage" for each Employee who
                  is then eligible for Salary Reduction Contributions, which, in
                  the case of a Highly Compensated Employee, shall be the ratio
                  of the amount of such Highly Compensated Employee's Salary
                  Reduction Contributions for such Plan Year to the Highly
                  Compensated Employee's compensation (as defined in Section
                  2.1(v) hereof) for such Plan Year, and, which in the case of
                  an Employee who is not a Highly Compensated Employee, shall be
                  the ratio of the amount of such Employee's Salary Reduction
                  Contributions for such Plan Year to such Employee's
                  compensation (as defined in Section 2.1(v) hereof) for such
                  Plan Year;

                           (b) The "highly compensated deferral percentage,"
                  which shall be the average of the "deferral percentages" for
                  all Highly Compensated Employees then eligible for Salary
                  Reduction Contributions; and

                           (c) The "nonhighly compensated deferral percentage,"
                  which shall be the average of the "deferral percentages" for
                  all Employees then eligible for Salary Reduction Contributions
                  who were not included in the "highly compensated deferral
                  percentage," in (b) above.



                                      -2-
<PAGE>

         In no event shall the "highly compensated deferral percentage" exceed
the greater of: (i) a deferral percentage equal to one and one-fourth (1-1/4)
times the "nonhighly compensated deferral percentage" or (ii) a deferral
percentage equal to two (2) times the "nonhighly compensated deferral
percentage," but not more than two (2) percentage points greater than the
"nonhighly compensated deferral percentage. If the above deferral percentage
test would otherwise be violated as of the end of the Plan Year, then, subject
to satisfaction of the conditions described in Section 1.40l(k)-l(b)(5) of the
Treasury Regulations, the "deferral percentage," as defined in (a) above, shall
instead be the ratio of the sum of the Employee's Salary Reduction
Contributions, Qualified Nonelective Contributions, if any, and, to the extent
necessary to satisfy the deferral percentage test, Company Matching
Contributions for the applicable Plan Year to the Employee's compensation (as
defined in Section 2.1(v) hereof) for the applicable Plan Year. Any Company
Matching Contributions so utilized to satisfy the deferral percentage test shall
at all times be one hundred percent (100%) vested and nonforfeitable and shall
be excluded from consideration for purposes of the contribution percentage test
described in Section 4.6. If, after consideration of Qualified Nonelective
Contributions, if any, and applicable Company Matching Contributions, as
described above, the deferral percentage test would still be violated as of the
end of the Plan Year, then notwithstanding any other provision hereof, every
Salary Reduction Contribution included in the "highly compensated deferral
percentage" for a Participant whose deferral percentage is greater than the
permitted maximum shall be revoked to the extent necessary to comply with such
deferral percentage test and the amount of such Salary Reduction Contribution,
to the extent revoked, shall constitute an "excess contribution" to be
distributed to such Participant (with earnings thereon) no later than the last
day of the Plan Year following the Plan Year for which such contribution was
made. Excess contributions are allocated to the Highly Compensated Employees
with the largest amounts of Employer contributions which are taken into account
in calculating the deferral percentage test for the Plan Year in which the
excess arose, beginning with the Highly Compensated Employee with the largest
amount of such Employer contributions and continuing in descending order until
all excess contributions have been allocated. For purposes of the preceding
sentence, the "largest" amount is determined after distribution of any amounts
distributed hereunder pursuant to Section 4.4 hereof. In the event there is a
loss allocable to an excess contribution, any distribution to a Participant as
required by this Section shall be no greater than the lesser of: (1) the value
of the Participant's Salary Reduction Contribution Account or (2) the
Participant's excess contribution for the Plan Year during which such excess
contribution was made.

         If a Highly Compensated Employee participates in two (2) or more plans
maintained by an Employer or any Affiliate that are subject to the deferral
percentage test, then such Employee's deferral percentage shall be determined by
aggregating his participation in all such plans. In addition, if an Employer
maintains two (2) or more plans subject to the deferral percentage test and such
plans are treated as a single plan for purposes of the requirements for
qualified plans under either Section 410(b) or 401(a)(4) of the Code, then such
plans are treated as a single plan for purposes of the deferral percentage
test."



                                      -3-
<PAGE>

         5. Article IV, Section 4.6 is hereby amended by restating Section 4.6
in its entirety to read as follows:

                  "4.6 Contribution Percentage Test: Each Plan Year, the
         Committee shall determine:

                           (a) The "contribution percentage," for each Employee
                  who is then eligible to receive Company Matching
                  Contributions, which, in the case of a Highly Compensated
                  Employee, shall be the ratio of the sum of such Employee's
                  Company Matching Contributions for such Plan Year to the
                  Highly Compensated Employee's compensation (as defined in
                  Section 2.1(v) hereof) for such Plan Year, and, which in the
                  case of an Employee who is not a Highly Compensated Employee,
                  shall be the ratio of the amount of such Employee's Company
                  Matching Contributions for such Plan Year to such Employee's
                  compensation (as defined in Section 2.1(v) hereof) for such
                  Plan Year.

                           (b) The "highly compensated contribution percentage,"
                  which shall be the average of the "contribution percentages"
                  for all eligible Highly Compensated Employees; and

                           (c) The "nonhighly compensated contribution
                  percentage," which shall be the average of the "contribution
                  percentages" for all Employees then eligible who were not
                  included in the "highly compensated contribution percentage"
                  in (b) above.

                           In no event shall the "highly compensated deferral
                  percentage" exceed the greater of: (i) a deferral percentage
                  equal to one and one-fourth (1-1/4) times the "nonhighly
                  compensated deferral percentage" or (ii) a deferral percentage
                  equal to two (2) times the "nonhighly compensated deferral
                  percentage," but not more than two (2) percentage points
                  greater than the "nonhighly compensated deferral percentage."
                  If the above contribution percentage test would otherwise be
                  violated as of the end of the Plan Year, then, subject to
                  satisfaction of the conditions described in Section
                  l.401(m)-l(b)(5) of the Treasury Regulations, the
                  "contribution percentage," as defined in (a) above, shall
                  instead be the ratio of the sum of the Employee's Company
                  Matching Contributions and, to the extent necessary to satisfy
                  the contribution percentage test, Salary Reduction
                  Contributions and Qualified Nonelective Contributions, if any,
                  for the applicable Plan Year to the Employee's compensation
                  (as defined in Section 2.1(v) hereof) for the applicable Plan
                  Year. Any Salary Reduction Contributions or Qualified
                  Nonelective Contributions so utilized to satisfy the
                  contribution percentage test shall be excluded from
                  consideration for purposes of the deferral percentage test
                  described in Section 4.5. If, after consideration of
                  applicable Salary Reduction Contributions and Qualified
                  Nonelective Contributions, if any, as described above, the
                  contribution percentage test would still be violated as of the
                  end of the Plan Year, then notwithstanding any other provision
                  hereof, every Company Matching Contribution included in the
                  "highly compensated contribution percentage" for a Participant
                  whose contribution percentage is greater than the permitted
                  maximum shall automatically be revoked to the extent necessary
                  to comply with such contribution percentage test and the
                  amount



                                      -4-
<PAGE>

                  of such contribution, to the extent revoked, shall constitute
                  an "excess aggregate contribution" to be distributed to such
                  Participant (with earnings thereon) or forfeited, if
                  applicable, no later than the last day of the Plan Year
                  following the Plan Year for which such contribution was made.
                  Excess aggregate contributions are allocated to the Highly
                  Compensated Employees with the largest amounts of Employer
                  contributions taken into account in calculating the
                  contribution percentage test for the Plan Year in which the
                  excess arose, beginning with the Highly Compensated Employee
                  with the largest amount of such Employer contributions and
                  continuing in descending order until all excess aggregate
                  contributions have been allocated. For purposes of the
                  preceding sentence, the "largest amount" is determined after
                  first determining required distributions under Section 4.4
                  hereof, and then determining excess contributions under
                  Section 4.5. In the event there is a loss allocable to an
                  excess aggregate contribution, any distribution to a
                  Participant as required by this Section shall be no greater
                  than the lesser of: (1) the value of the Participant's Company
                  Matching Contribution Account or (2) the Participant's excess
                  aggregate contribution for the Plan Year.

                           If a Highly Compensated Employee participates in two
                  (2) or more plans maintained by an Employer or any Affiliate
                  that are subject to the contribution percentage test, then
                  such Employee's contribution percentage shall be determined by
                  aggregating his participation in all such plans. In addition,
                  if an Employer maintains two (2) or more plans subject to the
                  contribution percentage test and such plans are treated as a
                  single plan for purposes of the requirements for qualified
                  plans under either Section 410(b) or 401 (a)(4) of the Code,
                  then such plans are treated as a single plan for purposes of
                  the contribution percentage test."

         6. Article IV, Section 4.7 is hereby amended by restating Section 4.7
in its entirety to read as follows:

                  "4.7 Rollover Contributions: Any Participant who is entitled
         to receive an eligible rollover distribution (as defined in Section
         401(a)(31)(D) of the Code) from:

                           (a) a qualified plan described in Section 401(a) or
                  403(a) of the Code, excluding after-tax employee
                  contributions;

                           (b) an annuity contract described in Section 403(b)
                  of the Code, excluding after-tax employee contributions; or

                           (c) an eligible plan under Section 457(b) of the Code
                  which is maintained by a state, political subdivision of a
                  state, or any agency or instrumentality of a state or
                  political subdivision of a state;

                  may, in accordance with procedures approved by the Committee,
                  elect to transfer directly to the Trustee, as a
                  trustee-to-trustee transfer, in cash only, an amount equal to
                  all or a portion of such distribution; provided that the
                  maximum amount of such transfer shall be the fair market value
                  of that portion of the distribution which would be includable
                  in gross income if not so transferred (determined without
                  regard to Section 402(c) of the Code). Any Participant who has
                  had distributed to him an



                                      -5-
<PAGE>

                  amount which qualifies as an eligible rollover distribution
                  (as defined in Section 402(c)(4) of the Code) from one of the
                  eligible retirement plans listed in paragraph (a), (b) or (c)
                  above, may, in accordance with procedures approved by the
                  Committee, contribute cash only to the Trust Fund in an amount
                  equal to all or any portion of such distribution, provided the
                  following conditions are met:

                                    (i) The contribution occurs on or before the
                           60th day following his receipt of such distribution
                           or, if such distribution has previously been
                           deposited in an individual retirement account (as
                           defined in Section 408 of the Code), the contribution
                           occurs on or before the 60th day following his
                           receipt of such distribution from the individual
                           retirement account: and

                                    (ii) If the amount contributed has not
                           previously been deposited in an individual retirement
                           account, the maximum amount of such contribution
                           shall be the fair market value of that portion of the
                           distribution which would be includable in gross
                           income if not so contributed.

                           The Committee shall develop such procedures, and may
                  require such information from a Participant desiring to make
                  such a contribution or direct transfer, as it deems necessary
                  or desirable to determine that the proposed contribution or
                  transfer will meet the requirements of this Section 4.7. Upon
                  approval by the Committee, the amount contributed or
                  transferred shall be deposited in the Trust and shall be
                  credited, as of the Valuation Date next following such
                  contribution or transfer, to a Rollover Contribution Account
                  for the Participant.

                           An Employee in an eligible class to participate in
                  the Plan, whether or not he has satisfied the eligibility
                  conditions of the Plan, as set forth in Section 3.1 hereof,
                  may make a Rollover Contribution to the Trust Fund to the same
                  extent and in the same manner as a Participant. If such
                  Employee makes a Rollover Contribution to the Trust Fund prior
                  to satisfying the Plan's eligibility conditions, the Committee
                  and Trustee shall treat the Employee as a Participant for all
                  purposes of the Plan except for purposes of sharing in
                  contributions until he actually becomes a Participant. If the
                  Employee terminates employment prior to becoming a
                  Participant, the Trustee will distribute his Rollover
                  Contribution Account to him in accordance with the provisions
                  of Article XIII hereof, as if such Employee were a Participant
                  of the Plan.

                           Each Participant's or Employee's Rollover
                  Contribution Account shall be 100% vested and nonforfeitable
                  at all times, and shall share in asset adjustments pursuant to
                  Section 5.2 herein, but shall not share in contributions. Upon
                  termination of employment, the total amount of a Participant's
                  Rollover Contribution Account shall be distributed in
                  accordance with Article XIII hereof."



                                      -6-
<PAGE>

         7. Article VI, Section 6.6(c) is hereby amended by restating Section
6.6(c) in its entirety to read as follows:

                  "(c) Maximum Permissible DC Amount: The Maximum Permissible DC
         Amount for a given Limitation Year is equal to the lesser of (i) one
         hundred percent (100%) of compensation for the Limitation Year (as
         defined in Section 2.1(v) hereof) applicable to such Limitation Year
         or (ii) $40,000, as adjusted for increases in the cost of living under
         Section 415(d) of the Code. If a short Limitation Year is created
         because of an amendment changing the Limitation Year to a different
         twelve (12) consecutive month period, the $40,000 referred to in the
         previous sentence is multiplied by a fraction, the numerator of which
         is equal to the number of months in the short Limitation Year and the
         denominator of which is 12.

         8. Article XIII, Section 13.6 is hereby amended by restating Section
13.6 in its entirety to read as follows:

                  "13.6 Direct Rollover of Eligible Rollover Distributions: An
         individual who is entitled to a benefit hereunder, the distribution of
         which would qualify as an eligible rollover distribution (as defined in
         Section 401(a)(31)(D) of the Code) may, in lieu of receiving any
         payment or payments from the Plan, direct the Trustee to transfer all
         of such payment or payments directly to the trustee of an eligible
         retirement plan (as defined in Section 401(a)(31)(E) of the Code). Such
         election must be made on a form provided by the Committee for that
         purpose and received by the Committee no later than the date
         established by the Committee preceding the date on which the
         distribution is to occur. An election which is made hereunder with
         respect to one payment in a series of periodic payments shall apply to
         all subsequent payments in that series, unless the distributee revokes
         such election. Any election made pursuant to this Section 13.6 may be
         revoked at any time prior to the date established by the Committee
         preceding the date on which the distribution is to occur. If an
         individual who is so entitled has not elected a direct rollover within
         the time and in the manner set forth above, such distributee shall be
         deemed to have affirmatively waived a direct rollover. A distributee
         who wishes to elect a direct rollover shall provide to the Committee,
         within the time and in the manner prescribed by the Committee, such
         information as the Committee shall reasonably request regarding the
         eligible retirement plan to which the payment or payments are to be
         transferred. The Committee shall be entitled to rely on the information
         so provided, and shall not be required to independently verify such
         information. The Committee shall be entitled to delay the transfer of
         any payment or payments pursuant to this Section 13.6 until it has
         received all of the information which it has requested in accordance
         with this Section 13.6. The provisions of this Section 13.6 shall not
         apply to any distribution in an amount which the Committee reasonably
         anticipates to total less than $200 during a calendar year."

         9. Article XIII, Section 13.7 is hereby amended by restating Section
13.7 in its entirety to read as follows:

                  13.7 Financial Hardship Withdrawals: A Participant may, upon
         the approval of the Committee, withdraw any portion of his Individual
         Account, other than amounts attributable to income on such
         Participant's Salary Reduction Contributions, on account of



                                      -7-
<PAGE>

         financial hardship. A Participant who wishes to request a hardship
         withdrawal shall file with the Committee a written request for
         withdrawal, on a form provided by the Committee. The Committee shall
         adopt uniform and nondiscriminatory rules regarding the granting of
         such requests and shall evaluate hardship requests made under this
         Section 13.7. Financial hardship means an immediate and heavy financial
         need of the Participant for which funds are not reasonably available
         from other resources of the Participant. If approved by the Committee,
         any withdrawal for financial hardship may not exceed the amount
         required to meet the immediate financial need created by the hardship.
         Furthermore, the Committee shall not approve the request of any
         Participant for a hardship withdrawal, unless the Participant has
         theretofore made all withdrawals, other than hardship withdrawals, and
         has theretofore obtained all loans permitted under all plans maintained
         by the Employer. The determination of whether a Participant suffers
         sufficient hardship to justify the granting of his written request and
         of the amount permitted to be withdrawn under this Section 13.7 shall
         be made in the sole and absolute discretion of the Committee after a
         full review of the Participant's written request and evidence presented
         by the Participant showing financial hardship.

                  A distribution will be treated as necessary to satisfy a
         financial hardship if the Committee relies upon the Participant's
         written representation, unless the Committee has actual knowledge to
         the contrary, that the hardship cannot reasonably be relieved:

                           (a) through reimbursement or compensation by
                  insurance or otherwise:

                           (b) by liquidation of the Participant's assets;

                           (c) by cessation of Salary Reduction Contributions
                  under the Plan; or

                           (d) by other distributions or nontaxable (determined
                  at the time of the loan) loans from plans maintained by the
                  Employer, or any other employer of such Participant, or by
                  borrowing from commercial sources on reasonable commercial
                  terms in an amount sufficient to satisfy the financial
                  hardship.

                           Upon a Participant's receipt of a withdrawal for
                  financial hardship, such Participant shall be prohibited from
                  making Salary Reduction Contributions for a period of six (6)
                  months, beginning on the date on which the hardship withdrawal
                  is made. A Participant may elect to resume Salary Reduction
                  Contributions as of the first payroll period commencing on or
                  after the Entry Date next following the last day of such six
                  (6) month period by executing a new payroll withholding
                  agreement within the time period prior to such date
                  established by the Committee.

                           Expenses which may warrant approval of a
                  Participant's request for a hardship withdrawal include:

                                    (i) Expenses for medical care described in
                           Section 213(d) of the Code previously incurred by the
                           Participant, the Participant's spouse, or any
                           dependents of the Participant (as defined in Section
                           152 of the Code) or necessary for these persons to
                           obtain such medical care;



                                      -8-
<PAGE>

                                    (ii) Costs (excluding mortgage payments)
                           directly related to the purchase of a principal
                           residence of the Participant;

                                    (iii) Payment of tuition and related
                           educational fees for the next twelve (12) months of
                           post-secondary education for the Participant, his or
                           her spouse, children or dependents, as defined above;
                           or

                                    (iv) Payments necessary to prevent the
                           eviction of the Participant from his principal
                           residence or foreclosure on the mortgage of the
                           Participant's principal residence."

         10. Article XIII, Section 13.8 is hereby amended by restating Section
13.8. in its entirety to read as follows:

                  "13.8 Loans to Participants: Subject to such rules and
         regulations as may from time to time be promulgated by the Committee,
         the Committee, upon application of a Participant, may, in its sole and
         absolute discretion, direct the Trustee to make a loan or loans to such
         Participant from his Rollover Contribution Account, and upon depletion
         of the hinds in his Rollover Contribution Account, from his Salary
         Reduction Contribution Account, and upon depletion of the funds in his
         Salary Reduction Contribution Account, from his Company Matching
         Contribution Account, and upon depletion of the funds in his Company
         Matching Contribution Account, from his Prior Plan Employer
         Contribution Account, and upon depletion of the funds in his Prior Plan
         Employer Contribution Account, from his Prior Plan Employee
         Contribution Account, upon such terms as the Committee deems
         appropriate, and subject to the following requirements.

                  A loan will be made to a Participant solely to relieve a
         financial hardship as described in Section 13.7, subject to the
         discretion of the Committee. The maximum amount which may be loaned is
         the lesser of: (a) $50,000.00, reduced as provided below, or (b)
         one-half of the value of the vested portion of the Participant's
         Individual Account as of the Valuation Date next preceding the date on
         which the Committee receives the Participant's loan application. The
         $50,000.00 limitation shall be reduced by the excess (if any) of:

                  (i)      the highest outstanding balance of loans from the
                           Plan to the Participant during the one-year period
                           ending on the day before the date on which such loan
                           was made, over

                  (ii)     the outstanding balance of loans from the Plan to the
                           Participant on the date on which such loan was made.

                  In determining the maximum amount allowed hereunder as a loan,
         all loans to a Participant from all plans of the Employer and any
         Affiliate are to be aggregated.



                                      -9-
<PAGE>

                  The minimum amount which may be loaned is One Thousand Dollars
         ($1,000.00), and no more than one loan may be outstanding at any time.
         Loans shall be granted by the Committee in a uniform and
         nondiscriminatory manner. Each loan shall bear a reasonable rate of
         interest and be adequately secured, and shall by its terms require
         repayment in no later than five years unless such loan is used to
         acquire any dwelling unit which within a reasonable time is to be used
         (determined at the time the loan is made) as a principal residence of
         the Participant.

                  All loans shall be repaid pursuant to a payroll deduction
         procedure established by the Employer unless the Participant is on an
         authorized leave of absence, in which case payment shall be made to the
         principal office of the Employer by check. All loans to Participants
         granted under this provision are to be considered a directed investment
         of such Participant. The loan shall remain an asset of the Trust, but
         to the extent of the outstanding balance of any such loan at any time,
         the Individual Account of the Participant to whom such loan is made
         alone shall share in any interest paid on such loan and alone shall
         bear any expenses or loss incurred in connection with such loan. Loans
         shall be made pro rata from each investment fund with respect to which
         a Participant's Individual Account is invested at the time of the loan
         and shall be repaid pro rata to each investment fund with respect to
         which the Participant's Individual Account was invested at the time of
         the loan.

                  Each loan applicant shall receive a clear statement of the
         charges involved in each loan transaction. This statement shall include
         the dollar amount and annual interest rate of the finance charge. No
         distribution shall be made to any Participant or former Participant, or
         to a Beneficiary or beneficiaries, or the estate of a Participant
         unless and until (1) the amount to be distributed has been offset by
         all unpaid loans to the Participant from the Plan, together with
         interest, or (2) all unpaid loans to the Participant from the Plan,
         together with interest, have been paid in full. Notwithstanding the
         foregoing, no portion of an unpaid loan balance may be treated as a
         reduction of a Participant's Individual Account until such time as such
         reduction, if treated as a distribution, will not breach the special
         distribution restrictions of Section 401(k)(2)(B) of the Code."

         11. Article XIV, Section 14.5(c) is hereby amended by restating Section
14.5(c) in its entirety to read as follows:

                  "(c) Prior Plan Employee Contribution Account and Prior Plan
         Employer Contribution Account: Prior to July 1, 2000, the Prior Plan
         Employee Contribution Accounts and Prior Plan Employer Contribution
         Accounts of Participants were invested solely in Company Stock. After
         July 1, 2000, all Prior Plan Employee Contribution Accounts and Prior
         Plan Employer Contribution Accounts will remain invested in Company
         Stock and Participants shall not be able to convert such accounts into
         any other investment option (such Company Stock fund hereinafter
         defined as the "Frozen Company Stock Fund"). Notwithstanding the
         foregoing, on or after the date when a Participant has reached age
         sixty (60), he may elect to direct the investment of all or a portion
         of his Prior Plan Employee Contribution Account and Prior Plan Employer
         Contribution Account from the frozen Company Stock Fund into the other
         investment options designated by the Committee for investment in
         accordance with this Section 14.5."



                                      -10-
<PAGE>

         12. Article XVII, Section 17.1(a) is hereby amended by restating
Section 17.1(a) in its entirety to read as follows:

                  "(a) "Key Employee" shall mean any Employee or former Employee
         (including any deceased Employee) who at any time during the Plan Year
         that includes the Determination Date was an officer of the Employer
         having Compensation greater than $130,000 (as adjusted under Section
         416(i)(l) of the Code), a 5-percent owner of the Employer, or a
         1-percent owner of the Employer having Compensation of more than
         $150,000. The determination of who is a Key Employee will be made in
         accordance with Section 416(i)(1) of the Code and the applicable
         regulations and other guidance of general applicability issued
         thereunder."

         13. Article XVII is amended by adding the following new Section 17.5 to
the end thereof:

                  "17.5 Top Heavy Determination For Plan Years Beginning January
         1, 2002:

                  Notwithstanding anything in the Plan to the contrary, this
                  Section 17.5 shall apply for purposes of determining whether
                  the Plan is a top-heavy plan under Section 416(g) of the Code
                  for Plan Years beginning after December 31, 2001, and for
                  determining whether the Plan satisfies the minimum benefits
                  requirements of Section 416(c) of the Code for such years.

                           (a) This subsection (a) shall apply for purposes of
                  determining the present values of accrued benefits and the
                  amounts of account balances of Employees as of the
                  Determination Date.

                                    (i) Distributions During Year Ending on the
                           Determination Date. The present values of accrued
                           benefits and the amounts of account balances of an
                           Employee as of the Determination Date shall be
                           increased by the distributions made with respect to
                           the Employee under the Plan and any plan aggregated
                           with the Plan under Section 416(g)(2) of the Code
                           during the 1-year period ending on the Determination
                           Date. The preceding sentence shall also apply to
                           distributions under a terminated plan which, had it
                           not been terminated, would have been aggregated with
                           the Plan under



                                      -11-
<PAGE>

                           Section 4l6(g)(2)(A)(i) of the Code. In the case of a
                           distribution made for a reason other than severance
                           from employment, death, or disability, this provision
                           shall be applied by substituting "5-year period" for
                           "1-year period."

                                    (ii) Employees not Performing Services
                           During Year Ending on the Determination Date. The
                           accounts of any individual who has not performed
                           services for the Employer during the 1-year period
                           ending on the Determination Date shall not be taken
                           into account.

                           (b) Minimum Contribution. Company Matching
                  Contributions shall be taken into account for purposes of
                  satisfying the minimum contribution requirements of
                  Section 416(c)(2) of the Code and the Plan. Company Matching
                  Contributions that are used to satisfy the minimum
                  contribution requirements may nevertheless be treated as
                  Company Matching Contributions for purposes of the
                  contribution percentage test in Section 4.6 and other
                  requirements of Section 401(m) of the Code."

         IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed by its duly authorized representative, this 4th day of June, 2002.


                                    TANDY BRANDS ACCESSORIES, INC.


                                    By: /s/ STAN NINEMIRE
                                       -----------------------------------------
                                    Name: Stan Ninemire
                                         ---------------------------------------
                                    Title: CFO, SVP
                                          --------------------------------------



                                      -12-
<PAGE>

                             AMENDMENT THREE TO THE
                         TANDY BRANDS ACCESSORIES, INC.
                            EMPLOYEES INVESTMENT PLAN


         WHEREAS, Tandy Brands Accessories, Inc. (the "Company") previously
established the Tandy Brands Accessories, Inc. Employees Investment Plan (the
"Plan") effective as of January 1, 1991; and

         WHEREAS, the Plan provides at Section 15.1 that the Company reserves
the right to amend the Plan; and

         WHEREAS, the Plan has been amended from time to time since its
establishment; and

         WHEREAS, the Company wishes to amend the Plan to change the Plan Year
from a fiscal year to the calendar year.

         NOW THEREFORE, the Plan is hereby amended effective July 1, 2003, as
follows:

         1. Section 2.1(ff) is hereby amended by replacing it in its entirety
with the following paragraphs:

            (ff)        Plan Year: The twelve (12) month period beginning
                        January 1st and ending December 31st, both dates
                        inclusive of each year. If any Plan Year consists of
                        less than twelve (12) consecutive months (hereinafter
                        referred to as the "Short Plan Year"), the following
                        rule shall apply:

                        (i) Where Hours of Service and Years of Service are
            relevant for vesting purposes under this Plan, an Employee shall
            receive credit for one (1) Year of Service for the Short Plan Year,
            if the Employee completes 1,000 Hours of Service in the twelve (12)
            consecutive-month period beginning on the first day of the Short
            Plan Year (the "Short Year Computation Period") and shall receive
            credit for another Year of Service for the Plan Year in which such
            Short Year Computation Period ends (the "Succeeding Computation
            Period") if the Employee completes 1,000 Hours of Service in the
            Succeeding Computation Period. Hours of Service completed during the
            period between the end of the Short Plan Year and the end of the
            Short Year Computation Period shall be credited to both the Short
            Year Computation Period and to the Succeeding Computation Period.

            There will be a short Plan Year for the period July 1, 2003 through
December 31, 2003.

         2. Section 6.6(b)(iii) is hereby amended by replacing it in its
entirety with the following paragraph:

            (iii)    Limitation Year:  The Limitation Year shall be the Plan
                     Year.

<PAGE>

         IN WITNESS WHEREOF, this Amendment has been executed this 10th day of
June, 2003.

                                  TANDY BRANDS ACCESSORIES, INC.



                                  By:  /s/ Stanley T. Ninemire
                                       ----------------------------------------
                                       Name:  Stanley T. Ninemire
                                       Title:  Executive Vice President