**Exhibit 10.1**

**ASSET PURCHASE AGREEMENT**

This **ASSET PURCHASE AGREEMENT** dated as of April 23, 2009, by**TANDY BRANDS, ACCESSORIES, INC.**, a Delaware corporation (“**Tandy**”) and **CHAMBERS BELT COMPANY**, a Delaware corporation (“**Chambers**”). Tandy and Chambers are each sometimes referred to herein separately asa “**Party**” and together as the “**Parties**”. 

***R E C I T A L S:***

**WHEREAS**, Chambers is engaged in the design, development, manufacture, import, marketing, and sale of belts and leather accessories in the UnitedStates, Canada and Mexico (collectively, the “**Business**”), including products which are generally sold under private label names, products bearing the Chambers brand name, and products bearing trademarks licensed by Chambers fromWrangler Apparel Inc.; and 

**WHEREAS**, Tandy desires to purchase and acquire from Chambers and Chambers desires to sell and transferto Tandy on the terms and conditions set forth herein certain assets used in the Business (excluding the Retained Assets, as defined below); 

***P R O V I S I O N S:***

**NOW, THEREFORE**, in consideration of the premises and the mutual promises herein made,and in consideration of the representations, warranties and agreements herein contained, the Parties, intending to be legally bound hereby, agree as follows: 

**ARTICLE I**

**DEFINITIONS:**

1.1 ***Certain Terms***. The following capitalized terms shall have the meanings given thereto: 

“**Acquired Inventory Price**” means the aggregate Inventory Cost of the Acquired Inventory. 

“**Affiliate**” means, with respect Tandy, each Person which, directly or indirectly, controls or is controlled by or is under commoncontrol with Tandy or any of its Subsidiaries and, without limiting the generality of the foregoing, includes (a) any Person which beneficially owns or holds 10% or more of any class of voting securities of Tandy or any of its Subsidiaries or10% or more of the equity interest in Tandy or any of its Subsidiaries and (b) any Person which Tandy or any of its Subsidiaries beneficially owns or holds 10% or more of any class of voting securities or in which Tandy or any of itsSubsidiaries beneficially owns or holds 10% or more of the equity interest. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common controlwith”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or bycontract or otherwise. 

“**Chambers de Mexico**” means Maquiladora Chambers de Mexico, S.A. De C. V., which is aMexican corporation owned by Charles Stewart and others, including a third party Mexican citizen. 

“**Chambers MexicoFacility**” means the manufacturing facility located in Pitiqutio, Mexico owned by Chambers de Mexico. 

“**ChambersProducts**” means all belts and leather accessories which are of a style that are (a) sold by Chambers prior to the Closing, (b) approved for sale to Chambers’ customers prior to Closing but which have not yet been sold tocustomers prior to Closing, and (c) sold by Tandy or its Subsidiaries and Affiliates under the private labels included in the Acquired Assets following the Closing, and (d) all replacement styles for any of the foregoing. 

“**Chambers’ Knowledge**” means the actual knowledge of Russell Hall, James Riedman or Dennis Nelson. 

“**Commerce City Facility**” means the manufacturing facility and distribution center located in Commerce City, California leased byChambers. 

“**Default Rate**” means the prime rate then published in the Wall Street Journal plus 7% per annum.

“**Earn-Out Minimum Amount**” means $2,000,000. 

“**Earn-Out Payments**” means the Earn-Out Initial Payment and the Earn-Out Monthly Payments. 

“**Inventory Cost**” means Chambers’ landed costs for its inventory as recorded in its books of account as of the Closing Date,inclusive of net invoice cost, freight, duty and other direct costs, taxes, and assessments, all on a basis consistent with Chambers’ past practice. 

“**Maquiladora Agreement**” means the Maquiladora Agreement dated June 28, 2005 between Chambers de Mexico and Chambers. 

“**Net Sales**” means gross sales recognized by Tandy and its Subsidiaries or Affiliates from the sale of Chambers Products less discounts and rebates with respect to such sales and actual returns ofChambers Products which are included therein or allowances therefor determined in accordance with GAAP consistently applied and recorded (or required to be recorded) in the books and records of Tandy and its Subsidiaries and Affiliates in accordancewith GAAP for the applicable portion of the Earn-Out Measurement Period. 

“**Ordinary Course of Business**” means the ordinarycourse of business of a Party consistent with such Party’s past custom and practice (including with respect to quantity and frequency, but subject to current facts and circumstances). 

 

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“**Person**” means an individual, partnership, corporation, business trust, stock company,trust, unincorporated association, joint venture, Governmental Entity or other entity of whatever nature. 

“**Riders Marks**”means the Riders trademark which is owned by Wrangler and which Chambers has licensed from Wrangler. 

“**Subsidiary**” means,with respect to Tandy, a corporation of which shares of stock having ordinary voting power (other than stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of suchcorporation are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by Tandy, or a limited partnership of which Tandy or any of its Subsidiaries is a generalpartner or a business trust in which Tandy holds a majority interest (comparable to that for a corporation as described above). 

“**Tax”** or “**Taxes**” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (includingtaxes under Internal Revenue Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, valueadded, alternative or add-on minimum, estimated or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whetherdisputed or not and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person. 

“**Wells Fargo**” means Wells Fargo Bank, National Association. or its successor in interest. 

“**Wrangler**” means Wrangler Apparel, Inc. or its successor in interest. 

“**Wrangler Assets**” meansthe Wrangler Licenses and the Wrangler Products. 

“**Wrangler Licenses**” means the Wrangler Mass License, the WranglerWestern License and other license rights or obligations which Chambers may have with or to Wrangler. 

“**Wrangler Marks**”means those trademarks licensed to Chambers under the Wrangler Mass License and the Wrangler Western License and the Riders Marks. 

“**Wrangler Mass License**” means the License Agreement dated as of January 1, 2007 providing Chambers with a license for the manufacture, sale and distribution of Wrangler Products to the mass store market. 

“**Wrangler Products**” means any belt or leather accessories on which a Wrangler Mark is affixed thereon. 

 

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“**Wrangler Western License**” means the License Agreement dated as of January 1, 2008providing Chambers with a license for the manufacture, sale and distribution of Wrangler Products to the western market. 

1.2***Schedule of Defined Terms***. Defined terms used in this Agreement and the sections they are defined in are as follows: 

 

Accepted Inventory Styles
 3.1(c)
Accountants
 3.1(c)(iii)
Acquired Assets
 2.1(a)
Acquired Equipment
 2.1(a)(ii)
Acquired Copyrights
 2.1(a)(iv)(A)
Acquired Equipment
 2.1(a)(ii)
Acquired Intellectual Property
 2.1(a)(iv)
Acquired Inventory
 2.1(a)(iii)
Arbitrator
 3.1(e)
Assigned Orders
 2.1(a)(i)
Assignment of Orders
 3.2(b)(i)(A)
Assumed Liabilities
 2.2(a)
Bill of Sale
 3.2(b)(i)(D)
Business
 Recitals
Chambers
 Preamble
Chambers Closing Documents
 3.2(b)(i)
Chambers Indemnitees
 9.2
Chambers Mexico Acquired Equipment
 2.1(a)(ii)(A)
Chambers Trademark
 2.1(a)(iv)(C)
Closing
 3.2(a)
Closing Date
 3.2(a)
Conveyance Agreements
 3.2(b)(i)(C)
Earn-Out Amount
 3.1(d)(i)
Earn-Out Default
 3.1(d)(v)
Earn-Out Initial Payment
 3.1(b)
Earn-Out Measurement Period
 3.1(d)(i)
Earn-Out Monthly Amount
 3.1(d)(iii)
Earn-Out Monthly Certificate
 3.1(d)(iii)
Earn-Out Monthly Payments
 3.1(d)(iii)
Encumbrances
 2.1(a)
Final Inventory Certificate
 3.1(c)(iv)
Governmental Entity
 4.3
Indemnified Party
 9.4(a)
Indemnifying Party
 9.4(a)
Inventory Count Certificate
 3.1(c)(iii)
Losses
 9.2
Manufacturing and Supply Agreement
 3.2(b)(i)(D)
Preliminary Inventory Certificate
 3.1(c)(iii)
Purchase Price
 3.1(a)
Rejected Inventory Styles Notice
 3.1(c)
 

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Retained Liabilities
 2.2(b)
Tandy
 Preamble
Tandy Closing Documents
 3.2(b)(ii)
Tandy Indemnitees
 9.3
**ARTICLE II**

**ASSETS TO BE PURCHASED AND SOLD**

**Section 2.1*****Acquired Assets***. 

(a) *Acquired Assets*. On the Closing Date (as defined herein at Section 3.2(a)), subject to the terms and conditions of thisAgreement, Chambers shall sell, assign, transfer, convey and deliver, to Tandy, and Tandy shall purchase, pay for and accept from Chambers all of the right, title and interest of Chambers in all of the following assets held by Chambers as of theClosing Date (“**Acquired Assets**”), free and clear of all liens, claims, charges or encumbrances of any nature whatsoever (“**Encumbrances**”): 

(i) *Assigned Orders and Maquiladora Agreement*. (A) All vendor and manufacturer/factory purchase orders for products, materials, supplies andservices, and all customer orders for the purchase of Chambers Products (collectively, the “**Assigned Orders**”); and (B) the Maquiladora Agreement (with respect to obligations arising on and after the Closing Date). The AssignedOrders outstanding on the date of this Agreement shall be listed on Disclosure Schedule 2.1(a)(i), which Schedule shall be updated by Chambers immediately prior to the Closing. 

(ii) *Acquired Equipment*.**(A) All fixed assets located at the Chambers Mexico Facility (the “**Chambers Mexico AcquiredEquipment**”), (B) all manufacturing equipment located at the Commerce City Facility, and (C) all tools, jigs, molds, dies, embossing equipment, “in-store” displays, trade show displays, and signage, wherever located, allas more specifically identified on Disclosure Schedule 2.1(a)(ii) (collectively, the “**Acquired Equipment**”). 

(iii)*Acquired Inventory*. All inventories, including all raw materials and supplies, manufactured and purchased parts, packaging materials, goods in-process and finished goods, and spare, replacement and component parts of finished goods (includingall pre-production approved samples by customers, wherever located at the Closing Date) which relate to, are included in or constitute part of the Accepted Inventory Styles (collectively, the “**Acquired Inventory**.”), including those(A) located at facilities owned, used or leased by Chambers’ foreign agents; (B) located at facilities owned, used or leased by Chambers’ manufacturers or suppliers; (C) located at the Chambers Mexico Facility;(D) located at the Commerce City Facility, and (E) in transit, excluding, however, in all cases, all Wrangler Products. 

(iv)*Intangible Acquired Assets*. All of the following intellectual property rights (collectively, the “**Acquired Intellectual Property**”): 

(A) the copyright registrations identified and described in Disclosure Schedule 2.1(a)(iv)(A) (the “**Acquired Copyrights**”); 

 

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(B) the Chambers trademark registration identified and described in Disclosure Schedule2.1(a)(iv)(B) (the “**Chambers Trademark**”); 

(C) the Absolutely Fresh trademark registration identified and describedin Disclosure Schedule 2.1(a)(iv)(C); 

(D) the trade secrets and confidential business information (including ideas, research anddevelopment, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and marketing plans and proposals)associated with the Business (other than that which relates to the Wrangler Assets); 

(E) all advertising and promotional materialsassociated with the Business (other than that in which the Wrangler Marks appear); and 

(F) all copies and tangible embodiments of theforegoing (in whatever form or medium). 

(v) *Books and Records*. All catalogues, slogans, quotations, sales and advertisingmaterials (including samples, prototypes, sample books, showroom displays, product literature, advertising materials, mockups, brochures and catalogues), sales and purchase correspondence, product design and development records, lists of present andformer customers and suppliers and third party manufacturers (other than which relate to the Wrangler Assets, including in such exclusion for avoidance of doubt any such materials in which the Wrangler Marks appear). 

(vi) *Goodwill.* All goodwill related to the conduct of the Business (other than the goodwill that relates to the Wrangler Marks) and all rights tocontinue to use of the Acquired Assets. 

(b) *Retained Assets*. Notwithstanding anything contained herein to the contrary,Chambers shall not sell, transfer, convey or deliver, or cause to be sold, transferred, conveyed or delivered, to Tandy, and Tandy shall not purchase from Chambers any of the following assets, properties, interests and rights of Chambers (the“**Retained Assets**”): 

(i) *Wrangler Assets.*All Wrangler Assets; 

(ii) *Cash and Cash Equivalents*. All cash or cash equivalents, including on-hand cash or bank deposits; 

(iii) *Accounts and Notes Receivable*. All accounts and notes receivable; 

(iv) *Leasehold Interests*. All interests, options or rights in and to all real property and or leases of real property used or occupied byChambers, together with all buildings, structures, improvements, easements, fixtures, rights of way and appurtenances located therein or thereon; 

 

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(v) *Books and Records*. All books and records of Chambers related to the Retained Assets or theRetained Liabilities (as defined herein at Section 2.2(b)); 

(vi) *Other Assets*. All other assets, properties, interests andrights of Chambers which are not specifically set forth in Section 2.1(a), including any rights or claims which Chambers may have against Phoenix Footwear Group, Inc.; and 

(vii) *Rights Under This Agreement*. All of Chambers’ rights under this Agreement, the Conveyance Agreements (as defined inSection 3.2(b)(i)(D)) the Manufacturing and Supply Agreement (as defined in Section 3.2(b)(ii)(D)) and all other agreements, documents and instruments execute in connection herewith. 

**Section 2.2*****Chambers’ Liabilities***. 

(a) *Assumed Liabilities*. On and as of the Closing Date, subject to the terms and conditions of this Agreement, Tandy shall assume and agree to pay, perform, discharge and satisfy as and when due only theliabilities and obligations of Chambers set forth in this Section 2.2 (collectively, the “**Assumed Liabilities**”). The assumption by Tandy of the Assumed Liabilities shall not in any way expand the rights or remedies which suchthird party would have had against any such party had Tandy not assumed such liabilities. Without limiting the generality of the foregoing, the assumption by Tandy of the Assumed Liabilities shall not create any third party beneficiary rights infavor of any third party. Chambers shall pay and discharge when due all of Chambers’ liabilities that Tandy has not specifically agreed to assume pursuant to this Section 2.2(a), provided that Chambers shall have the ability to contest, ingood faith, any such claim of liability asserted by any Person. The Assumed Liabilities are limited to: 

(i) The obligations of Chambersarising under the unfilled Assigned Orders and the Maquiladora Agreement existing as of the Closing Date that, by their terms, relate solely to periods following the Closing or are to be observed, paid, discharged or performed, as the case may be,in each case at any time after the Closing Date, but in any event excluding any liabilities for any breach or default by Chambers under any Assigned Order or the Maquiladora Agreement; and 

(ii) All obligations and liabilities in respect of any and all Acquired Inventory sold by Tandy or any of its Subsidiaries or Affiliates on or after theClosing Date, including obligations and liabilities for product liability claims, defective products, personal, property or other damage, or for refunds, adjustments, allowances, rebates, repairs, exchanges, returns and warranties of merchantabilityand other contractual warranty claims which relate solely to periods following the Closing; 

(b) *Liabilities Not Assumed*.Notwithstanding anything to the contrary contained in this Agreement, except for the Assumed Liabilities, Tandy shall not assume or in any manner become liable or responsible for any liability, obligation, commitment or expense of any kind, known orunknown, now existing or hereafter arising, of or related to Chambers, or the Acquired Assets and 

 

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Chambers shall retain responsibility for all of its liabilities, payments or obligations other than the Assumed Liabilities (the “**RetainedLiabilities**”). In furtherance and not in limitation of the foregoing, neither Tandy nor any of its Affiliates shall assume, and shall not be deemed to have assumed, any known or unknown debt, claim, obligation or other liability of Chambersor any of its Affiliates whatsoever (other than the Assumed Liabilities), including, but not limited to (i) any environmental costs or liabilities for any act, omission, condition, event or circumstance, including the handling, storage,transportation or disposal of hazardous materials or contaminants, (ii) any liabilities in respect of taxes of any nature whatsoever, (iii) any brokers’ or finders’ fees arising by reason of this Agreement, (iv) anyindebtedness, (v) any obligations or liabilities for employees, including severance, pension, profit sharing or any other employee benefit plans, compensation, retiree or medical benefits and obligations, (vi) any liabilities orobligations related to the Retained Assets, or (vii) warranties, rebates, allowances, deductions and/or price discrepancies relating in any manner to products or services sold by Chambers prior to or after the Closing Date. 

**ARTICLE III**

**PURCHASE PRICE ANDCLOSING**

**Section 3.1*****Purchase Price***. 

(a) *Purchase Price*. In consideration of the sale, transfer, conveyance and assignment of all the Acquired Assets, on the Closing Date, Tandyshall assume the Assumed Liabilities and as the purchase price pay to Wells Fargo for the benefit of Chambers so long as any monies are owed under the Credit and Security Agreement dated June 16, 2008 and thereafter to Chambers, the sum of thefollowing (the “**Purchase Price**”) (i) $500,000, plus (ii) the Acquired Inventory Price plus (iii) the Earn-Out Amount (as defined herein at Section 3.1(d)(i)), including the Earn-Out Minimum Amount. Wells Fargoshall deliver written notice to Tandy in the event payments are no longer required to be remitted to Wells Fargo. Tandy will have fulfilled its obligation with respect to the payment of any portion of the Purchase Price to the extent such payment ismade to Wells Fargo until such written notice is delivered to Tandy. 

(b) *Payment of Purchase Price*. At Closing, as paymentagainst the Purchase Price due Chambers, Tandy shall deliver to Chambers by wire transfer of immediately available funds an amount equal to the sum of the following (A) $500,000, (B) $430,000 (the “**Earn-Out InitialPayment**”), and (C) the Acquired Inventory Price. Following the Closing, Tandy shall pay the Earn-Out Monthly Payments which are due as provided in Section 3.1(d) below by wire transfer of immediately available funds. Except forthe circumstances specifically provided for in Sections 9.7(a)(i) and (ii) below, the Earn-Out Monthly Payments shall not be subject to any right of offset, counterclaim or deduction of any kind. 

(c) *Determination of Accepted Inventory Styles and Acquired Inventory Price*. 

(i) On or before June 1, 2009, Tandy, upon reasonable advance notice, may (but shall not be required to) inspect at Chamber’s facilities all ofChambers’ on-hand inventory. On or before June 1, 2009, Tandy shall deliver to Chambers a written notice (the “**Rejected Inventory Styles Notice**”) specifically identifying the product style numbers included inChambers’ inventory which it irrevocably elects not to purchase (which may only be on the basis that they are slow moving or are part of a discontinued customer 

 

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program). All product styles included in Chambers’ inventory not identified in the Rejected Inventory Styles Notice (the “**Accepted InventoryStyles**”) will be included in the Acquired Inventory. If the Rejected Inventory Styles Notice is not timely delivered to Chambers, then Tandy shall be deemed to have accepted all product styles included in Chambers’ inventory and allsuch product styles shall be included in the Accepted Inventory Styles. After the execution and delivery hereof, Chambers shall not order from vendors or manufacturers/factories any Accepted Inventory Styles unless it is to fill a specific orderreceived from a customer or it is otherwise approved in writing by Tandy. 

(ii) At least 30 days prior to Closing, Tandy shall be entitledto receive Chambers’ perpetual inventory records and Inventory Cost for the Accepted Inventory Styles. In addition, after delivery of the Rejected Inventory Styles Notice, Tandy shall be entitled to conduct reviews and verification of theAcquired Inventory quantities and landed cost of such perpetual inventory records. After delivery of the Rejected Inventory Styles Notice, Tandy will be entitled to receive weekly sales and quantities reports prior to the Closing Date forinventories of each Accepted Inventory Style, as well as copies of receipts for such inventories with quantities and the Inventory Cost from the date of the perpetual inventory report through the Closing Date. 

(iii) Immediately prior to Closing, Tandy and Chambers shall jointly conduct a physical count and inspection of the Acquired Inventory held by Chamberswhich shall be observed by representatives of mutually agreeable independent accountants of if the Parties can not agree, then representatives from their respective independent accounting firms (the “**Accountants**”). Upon completionof the count, the Parties shall execute a certificate certifying the product styles and quantity thereof included in the Acquired Inventory (the “**Inventory Count Certificate**”). The Accountants shall determine any dispute between theParties concerning the physical count which shall be final and binding on the Parties. Chambers shall then determine the Acquired Inventory Price using the information set forth in the Inventory Count Certificate and the Inventory Cost as reflectedin its books and records and deliver to Tandy a certificate setting forth the amount of the Acquired Inventory Price and supporting calculations (the “**Preliminary Inventory Certificate**”). 

(iv) At the Closing, Tandy shall pay to Chambers the sum due for the Acquired Inventory Price based on the Preliminary Inventory Certificate. During the30 days following Closing, Tandy may review the Preliminary Inventory Certificate. If during such 30-day period Tandy notifies Chambers of any dispute (other than with respect to the information contained in the Inventory Count Certificate) withrespect to the calculations set forth in the Preliminary Inventory Certificate, the Parties will negotiate in good faith to resolve such dispute. If the Parties are unable to resolve their differences, any remaining disputes will be resolved inaccordance with Section 3.1(e) below and the determination of the Arbitrator pursuant thereto shall become the Final Inventory Certificate. If Tandy does not notify Chambers in writing of a dispute with the Preliminary Inventory Certificatewithin such 30 day period, the Preliminary Inventory Certificate shall be deemed to be final and binding on the Parties for purposes of determining the Acquired Inventory Cost and thereby become the “**Final Inventory Certificate**.” Inthe event the Final Inventory Certificate reflects an amount greater than or less than the amount reflected in the Preliminary Inventory Certificate, either Tandy or Chambers, as appropriate, shall, within five (5) days of the determination ofthe Final Inventory Certificate, pay to the other such difference. 

 

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(d) *Earn-Out Amount*. 

(i) As part of the Purchase Price due for the acquisition of the Acquired Assets, Tandy shall pay Chambers an amount (the “**Earn-OutAmount**”) equal to (A) 21.5% of the Net Sales of all Chambers Products sold by Tandy and its Subsidiaries and Affiliates during the 12 months ending on the first anniversary of the Closing Date (the “**Earn-Out MeasurementPeriod**”), less $150,000; provided, however, that in no event shall such amount be less than the “Earn-Out Minimum Amount.” 

(ii) Prior to the end of the Earn-Out Measurement Period, Tandy shall (A) not sell, transfer, assign, license or otherwise convey any of the Acquired Assets (or any rights with respect thereto) other than Acquired Inventory in theOrdinary Course of Business, (B)exercise commercially reasonable efforts to conduct the Business in a manner consistent with prudent business practices that seek to maximize its sales of Chambers Products and (C) have no less than threepersonnel dedicated on a full-time basis to the marketing, promotion and sale of Chambers Products to customers and who have a substantial portion of their personal compensation during the Earn-Out Measurement Period based upon sales of ChambersProducts during the Earn-Out Measurement Period. Upon request by Chambers (which shall not be more than four times during the Earn-Out Measurement Period), Tandy shall provide written information to Chambers which evidences its compliance with itsobligations under this Paragraph 3.1(d)(ii), and such information shall be provided within 20 days of the written request by Chambers. 

(iii) The Earn-Out Amount shall be payable in arrears on the 15th day of the month (each such payment being an “**Earn-Out Monthly Payment**”) with the first eleven (11)) such Earn-Out Monthly Payments inan amount (the “**Earn-Out Monthly Amount**”) equal to 21.5% of the Net Sales of the Chambers Products in the immediately preceding calendar month. Concurrently with each Earn-Out Monthly Payment, Tandy shall submit to Chambers acertificate signed by Tandy’s Chief Financial Officer in the form of **Exhibit D** attached hereto (the “**Earn-Out Monthly Certificate**”). The Earn-Out Monthly Payments shall commence on August 15, 2009 and shall continueon the 15th day of each of the next 10 calendar months thereafter. On July 15, 2010 a final Earn-Out Monthly Payment shall be payable in anamount equal to the greater of (A) 21.5% of the cumulative Net Sales of Chambers Products for the Earn-Out Measurement Period, less $150,000 and less the sum of all Earn-Out Payments previously paid by Tandy to Chambers (or Wells Fargo forChambers’ benefit), or (B) the Earn-Out Minimum Amount less the sum of all Earn-Out Payments previously paid by Tandy to Chambers (or Wells Fargo for Chambers’ benefit). In the event the final Earn-Out Monthly Payment would be lessthan zero dollars as a result of the credits described in subsection (A) of the immediately preceding sentence or otherwise, Chambers shall, by July 20, 2010, pay to Tandy by wire transfer of immediately available funds an amount equal tothe amount by which Tandy had overpaid the Earn-Out Payments. 

(iv) Tandy shall at all times maintain complete, true and correct books ofaccount in accordance with GAAP for the sale of Chambers Products during the Earn-Out Measurement Period and the matters contemplated by Section 3.1(d)(ii), which books 

 

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of account shall be in sufficient detail to enable the Earn-Out Amount and Earn-Out Monthly Payments to be readily computed and verified, including allinformation pertaining to the Net Sales of Chambers Products. Tandy shall permit Chambers, its agents and/or independent public accountants, to inspect and audit Tandy’s books and records relating to Net Sales of Chambers Products during theEarn-Out Measurement Period (including the right to make copies thereof) during normal business hours and upon reasonable notice to Tandy. In no event may Chambers exercise such right more than once in any three month period during the Earn-OutMeasurement Period. In the event any such inspection and/or audit confirms that the Net Sales for Chambers Products during any portion of the Earn-Out Measurement Period have been understated, Tandy shall immediately pay the deficit amount shown tobe due as a result of any such inspection or audit unless Tandy disputes such deficient amount in good faith by written notice to Chambers within thirty (30) days after being given notice thereof by Chambers, together with a statement settingforth in reasonable detail the basis for its dispute. Tandy’s determination of Net Sales and the Earn-Out Amount and the Earn-Out Monthly Payments, if any, for any Earn-Out Measurement Period shall be conclusive and binding on the Partieshereto unless, within 60 days following the delivery of the final Earn-Out Monthly Payment and Earn-Out Monthly Certificate, Chambers notifies Tandy in writing that it disagrees with Tandy’s calculation of Net Sales of the Chambers Products andthe Earn-Out Amount. Such notice shall include Chambers’ statement setting forth in reasonable detail the basis for its dispute. If, in the 15 days following delivery of Chambers’ notice of dispute, Tandy and Chambers cannot reach anagreement on the Earn-Out Amount, all such disagreements shall be resolved in accordance with Section 3.1(e). 

(v) If any Earn-OutMonthly Payments (which are not the subject of a bona fide dispute which is the subject of proceeding under Section 3.1(e)) are not paid when due or Tandy breaches its obligations under this Section 3.1(d) (each an “**Earn-OutDefault**”), then upon written notice by Chambers to Tandy thereof and a failure by Tandy to cure the same within thirty (30) days after such notice, an amount equal to the Earn-Out Minimum Amount less the Earn-Out Payments theretoforepaid to Chambers (or Wells Fargo for Chambers’ benefit) shall become immediately due and payable by Tandy to Chambers in immediately available funds and until paid shall accrue interest thereon at the Default Rate. The payment of such amountshall not in any way relieve Tandy of its obligation to pay Chambers the Earn-Out Amount, except that the payment made pursuant to this Section 3.1(d)(v) (other than Default Interest) shall be credited thereto. Further, the acceleration of theEarn-Out Minimum Amount shall not be Chambers’ sole and exclusive remedy and Chambers shall not be limited in pursuing any legal or equitable right or claim against Tandy for damages arising out of or related to an Earn-Out Default. In theevent that Chambers commences legal action to collect such payments, Tandy shall be responsible for and pay all of the attorneys’ fees incurred by Chambers in connection therewith. 

(e) *Disputes*. Disputes regarding the Preliminary Inventory Certificate and the Acquired Inventory Price as well as the Earn-Out MonthlyPayments or the Earn-Out Amount which are in accordance with the terms hereof shall be resolved as follows: (i) the Parties shall cooperate in good faith to resolve any such dispute as promptly as possible; (ii) in the event that theParties are unable to resolve any such dispute within 15 days (or such longer period as they may agree upon in writing) of notice of such dispute, such dispute and the appropriate books and records related thereto shall be submitted to, and allissues having a bearing on such dispute shall be resolved by an independent accounting firm approved by both Parties in writing or failing such approval, within five 

 

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(5) days of being requested by any Party, then by an independent accounting firm (which shall have no past or present relationship with either Party andshall certify thereto to each Party in writing) selected by the American Arbitration Association in accordance with the Commercial Arbitration Rules to be conducted in Wilmington, Delaware or such other location as the Parties agreed upon in writing(such identified accounting firm selected, the “**Arbitrator**”). Such resolution shall be final and binding on the Parties for purposes of determining the Final Inventory Certificate and Acquired Inventory Price, the Earn-Out MonthlyPayments and/or the Earn-Out Amount, as appropriate. The Parties shall direct the Arbitrator to use commercially reasonable efforts to complete its work within 30 days following its engagement. The fees, costs and expenses of the Arbitrator shall bepaid one-half by Tandy and one-half by Chambers. 

(f) *Default Rate*. To the extent any amount is not paid by Tandy to Chamberswhen due hereunder, including any amount which Tandy agrees upon with Chambers was previously due or which is determined to have been due pursuant to Section 3.1(e), in addition to such amount and any and all other rights of Chambers, Tandyshall pay Chambers interest on such delinquent amount at the Default Rate from the date on which such payment was due until it is paid in full. 

**Section 3.2*****The Closing***. 

(a) Closing Date. Subject to the satisfaction of the conditions setforth in Article VII, the closing of the transactions contemplated by this Agreement (the “**Closing**”) shall take place (i) by fax or email/pdf exchange of signature pages and other documents, together with same day or next daydeposit of signature pages and documents for delivery to the other party by over-night mail to the addresses provided in Section 11.3 or (ii) in person at the offices of Winsted PC, 1201 Elm, 5400 Renaissance Tower, Dallas, Texas 75270, ineither case commencing at 10:00 a.m., local time, on July 1, 2009 (the “**Closing Date**”), or at such other time, date and place as may be agreed to by the Parties hereto in writing. The Parties shall exercise their commerciallyreasonable efforts to satisfy all of the conditions under their control in Article VII on or before July 1, 2009. 

(b) *ClosingDeliveries*. 

(i) *Chambers’ Deliveries*. At or prior to the Closing, Chambers shall deliver or cause to be delivered toTandy the following documents (the “**Chambers Closing Documents**”): 

(A) an Assignment and Assumption of Orders Agreement inthe form attached as **Exhibit A** hereto (the “**Assignment of Orders**”) executed by Chambers conveying all rights in and to the Assigned Orders (including a schedule thereto listing each of the Assigned Orders); 

(B) an Assignment of Trademarks and Assignment of Copyrights in the forms attached as **Exhibit B-1** and **Exhibit B-2**,respectively (the “**Intellectual Property Assignments**”) executed by Chambers conveying to Tandy the Acquired Intellectual Property; 

 

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(C) a Bill of Sale in the form attached as **Exhibit C** (including a schedule thereto) (the“**Bill of Sale**” and together with the Assignment of Orders and the Intellectual Property Assignments the “**Conveyance Agreements**”) executed by Chambers conveying the Acquired Inventory and such Acquired Inventoryshall be made available at Chambers’ facilities to Tandy for shipping to a location Tandy designates as of the Closing at Tandy’s sole cost, expense and risk of loss; 

(D) at Chambers’ option, a Manufacturing and Supply Agreement in a mutually agreeable form which, prior to the Closing, would be attached as**Exhibit D**(the “**Manufacturing and Supply Agreement**”) executed by Chambers pursuant to which Tandy agrees to manufacture at the Chambers Mexico Facility and sell to Chambers the belt and leather accessories products which itorders for sale pursuant to the Wrangler Licenses; 

(E) a Parent Guaranty in the form attached as **Exhibit E** (to be executed byPhoenix Footwear Group, Inc. pursuant to which such guarantor guarantees the obligations of Chambers under this Agreement and the Chambers’ Closing Documents on the terms and conditions therein); 

(F) the books, lists and papers described in Section 2.1(a)(v); 

(G) the Preliminary Inventory Certificate for the calculation of the Acquired Inventory Price contemplated under Section 3.1(c); 

(H) a UCC-11 search showing no security interests recorded against the Acquired Assets, except for Wells Fargo together with UCC-3 releases and an instrument signed by Wells Fargo pursuant to which it releases itssecurity interest in the Acquired Assets, including the Acquired Intellectual Property Rights; 

(I) a certificate executed byChambers’ secretary certifying to the resolutions necessary to authorize Chambers’ execution and delivery of this Agreement, the Conveyance Agreements, the Manufacturing and Supply Agreement (if required) and all other agreements,documents and instruments to be executed in connection herewith, and the performance of its obligations hereunder and thereunder; 

(J) anincumbency certificate with respect to the officers of Chambers executing this Agreement and the Chambers Closing Documents and good standing certificates with respect to Chambers; 

(K) the closing certificate contemplated by Section 7.1(a); and 

(L) any other documents otherwise required by this Agreement to be delivered by Chambers at or prior to the Closing. 

(ii) *Tandy’s Deliveries*. At the Closing, Tandy shall deliver or cause to be delivered to Chambers the payment of the Purchase Price as contemplated by Section 3.1(b) and the following documents (the“**Tandy Closing Documents**”): 

(A) the Conveyance Agreements to which it will become a party, in each case executed byTandy; 

 

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(B) at Chamber’s option, the Manufacturing and Supply Agreement executed by Tandy; 

(C) a certificate executed by Tandy’s secretary certifying to the resolutions necessary to authorize Tandy’s execution and delivery of thisAgreement, the Conveyance Agreements, the Manufacturing and Supply Agreement (if required), and all other agreements, documents and instruments to be executed in connection herewith, and the performance of its obligations hereunder and thereunder;

(D) an incumbency certificate with respect to the officers of Tandy executing this Agreement and the Tandy Closing Documents and goodstanding certificates with respect to Tandy; 

(E) the closing certificate contemplated by Section 7.2(a); and 

(F) any other documents otherwise required by this Agreement to be delivered by Tandy at or prior to the Closing. 

**ARTICLE IV**

**CHAMBERS**

**REPRESENTATIONS AND WARRANTIES**

Chambers represents and warrants to Tandy, as of the date of this Agreement and as of the Closing Date, as follows: 

**Section 4.1*****Organization.***Chambers is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, leaseand operate its properties and to carry on its business as now being conducted. 

**Section 4.2*****Authority***. Chambershas the requisite corporate power and authority to execute and deliver this Agreement and the Chambers Closing Documents and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreementand the Chambers Closing Documents by Chambers and the consummation by Chambers of the transactions contemplated hereby and thereby have been duly authorized by the Chambers Board of Directors and its sole stockholder, and no other corporateproceedings on the part of Chambers are necessary to authorize this Agreement and the Chambers Closing Documents, or to consummate the transactions so contemplated. This Agreement has been and each of the Chambers Closing Documents upon deliverythereof pursuant to the terms hereof will be duly executed and delivered by Chambers and, further, constitutes or (to the extent such agreement is not being entered into as of the date hereof) will constitute a valid and binding obligation ofChambers, each enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general principles of equity (regardless ofwhether such enforceability is considered in a proceeding in equity or at law). 

 

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**Section 4.3*****Consents and Approvals; No Violations***. Except for the consent ofWells Fargo and compliance with any customer rules relating to the Assigned Orders (all of which shall have been disclosed to Tandy prior to Closing), none of the execution, delivery or performance of this Agreement or the Chambers Closing Documentsby Chambers, or the consummation by Chambers of the transactions contemplated hereby or thereby and compliance by Chambers with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provisions of theCertificate of Incorporation or By-Laws of Chambers, (ii) require any filing by Chambers with, or any permit, authorization, consent or approval to be obtained by Chambers, any court, arbitral tribunal, administrative agency or commission orother governmental or regulatory authority or administrative agency or commission whether domestic or foreign (a “**Governmental Entity**”) (except where the failure to obtain such permits, authorizations, consents or approvals or tomake such filings would not have a material adverse effect on the Acquired Assets), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right oftermination, amendment, cancellation or acceleration) under, or result in the creation of any Encumbrances on any of the Acquired Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license,contract, agreement, franchise, permit, concession or other instrument, obligation, understanding, commitment or other arrangement to which Chambers is a party or by which it or any of the Acquired Assets may be bound or affected (other than theMaquiladora Agreement with respect to the Chambers Mexico Acquired Equipment, which shall be terminated by Chambers prior to Closing) (each, a “**Contract**”), or (iv) violate any order, writ, injunction, decree, statute,ordinance, rule or regulation applicable to Chambers. 

**Section 4.4*****Title to Acquired Assets***. Except for theEncumbrances created by Wells Fargo’s security interest and as provided below in this Section 4.4, Chambers owns the Acquired Asset, free and clear of any Encumbrances. At the Closing, Tandy will, directly or indirectly, acquire good andtransferable title to the Acquired Assets, free and clear of any Encumbrances. Notwithstanding the foregoing, this representation and warranty shall not include or be with respect to the Acquired Intellectual Property Rights other than the ChambersTrademark. 

**Section 4.5*****Inventory***. The Acquired Inventory (a) is merchantable and fit within normal tradetolerances for the purpose for which it was procured or manufactured, (b) is not damaged, below standard quality, irregulars, seconds, defective, charge-backs or returns. Disclosure Schedule 4.5(a) contains a complete and correct list ofall product styles comprising the Business. Except as set forth in Disclosure Schedule 4.5(b), during the 12 months prior to the date hereof, Chambers has not been the subject of any product safety or false or deceptive or misleadingadvertising claims involving the products that may be included in the Acquired Inventory and has not been the subject of any investigation, proceeding, warning, citation or other claim by any Governmental Entity. 

**Section 4.6*****Intellectual Property.***

(a) With respect to the Chambers Trademark: 

(i) it is not subject to any outstanding injunction, judgment,order, decree, ruling or charge; 

 

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(ii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pendingor, to Chambers’ Knowledge, is threatened that challenges the legality, validity, enforceability, use or ownership of the Chambers Trademark, and, to Chambers’ Knowledge, there is no basis for the same; 

(b) There is included in the Acquired Intellectual Property all of the copyrights, trademarks and other intellectual property rights which may exist andare claimed to be owned by Chambers, other than those related to the Wrangler Assets. 

(c) The Chambers Trademark (i) does notinterfere with, infringe upon, or misappropriate any trademark rights of third parties, and (ii) Chambers has not received any charge, complaint, claim, demand, or notice alleging such interference, infringement, misappropriation, or violation.

**Section 4.7*****Taxes***. Chambers and any predecessors in interest have withheld or collected from each payment madeto each of their employees and/or shareholders the amount of all Taxes required to be withheld or collected therefrom, and Chambers and any predecessors in interest have paid the same to the proper tax depositories or collecting authorities. Thereare no liens on any of the Acquired Assets with respect to Taxes. There is no action, suit, investigation, audit, claim or assessment pending or proposed or threatened with respect to Taxes of Chambers or the Acquired Assets and, to Chambers’Knowledge, no basis exists therefor. None of the Acquired Assets are properly treated as owned by persons other than Chambers for federal income tax purposes. 

**Section 4.8*****Mexican Operations***. The property included in the Acquired Assets which is located at the Chambers Mexico Facility has been imported in accordance in all material respects with theMexican custom laws and under a current and valid Maquiladora program held by Chambers de Mexico, as the importer of record. No event has occurred, and no circumstances exist, which would reasonably be expected to permit state, local or federalMexican Governmental Entities to seize, put an Encumbrance on, or otherwise obtain control of any of the Acquired Assets located at the Chambers Mexico Facility, other than Taxes that are not yet due and payable in the Ordinary Course of Business.

**Section 4.9*****Legal Compliance***. Chambers has, with respect to the Acquired Assets, complied in all materialrespects with all laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder of all Governmental Entities (and all agencies thereof)), including the immigration, anti-competitivepractices, advertising and labeling rules, customs, tariff and importation rules, registration of trade names used in textile and apparel merchandising, the Flammable Fabrics Act, the Fair Packaging and Labeling Act, the Magnsuon-Moss Warranty Act,the Consumer Product Safety Act, the Textile Fiber Products Identification Act and the Federal Trade Commission’s Care Labeling Rule. No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has beendelivered to Chambers or filed or commenced against it alleging any failure so to comply. 

 

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**Section 4.10*****Customers***. No customer of Chambers listed on DisclosureSchedule 4.10 has stopped buying products from Chambers or returned a material amount of products purchased from Chambers other than returns in the Ordinary Course of Business. 

**Section 4.11*****No Other Representations or Warranties***. Other than the representations and warranties contained in this ArticleIV, Chambers does not make any representation or warranty, express or implied, at law or in equity of any kind, including in respect of any of Acquired Assets, any liabilities (including the Assumed Liabilities), or operations of the Business andany such other representations or warranties are hereby disclaimed. **WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, CHAMBERS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING THE QUALITY, CONDITION,NON-INFRINGEMENT, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE ACQUIRED ASSETS. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV, THE ACQUIRED ASSETS ARE SOLD TO TANDY “AS IS AND WHEREIS.”**

**ARTICLE V**

**REPRESENTATIONS AND WARRANTIES OF TANDY**

Tandy represents and warrants to Chambers, as of the date of this Agreement, asfollows: 

**Section 5.1*****Organization***. Tandy is a corporation duly organized, validly existing and in good standingunder the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business and the Business being acquired as now being conducted. 

**Section 5.2*****Authority***. Tandy has the requisite corporate power and authority to execute and deliver this Agreement and theTandy Closing Documents and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Tandy Closing Documents by Tandy and the consummation by Tandy of the transactionscontemplated hereby and thereby have been duly authorized by the Board of Directors of Tandy, and no other corporate proceedings on the part of Tandy are necessary to authorize this Agreement and the Tandy Closing Documents (to the extent it will bea party thereto) or for Tandy to consummate the transactions so contemplated thereby. This Agreement has been, and each of the Tandy Closing Documents will upon execution and delivery thereof in accordance with the terms hereof be, duly executed anddelivered by Tandy (to the extent such agreement is not being entered into as of the date hereof) will constitute a valid and binding obligation of Tandy, enforceable against Tandy in accordance with its terms, except as enforceability may belimited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

 

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**Section 5.3*****Consents and Approvals; No Violations***. 

(a) Neither the execution, delivery or performance of this Agreement by Tandy or the consummation of the transactions contemplated hereby or by the TandyClosing Documents nor compliance by Tandy with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the charter or by-laws of Tandy, (ii) require any filing by Tandy with, or anypermit, authorization, consent or approval of, any Governmental Entity to be obtained by Tandy, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any rightof termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, franchise, permit, concession or other instrument, obligation,understanding, commitment or other arrangement to which Tandy is a party or by which any of them or any of their properties or assets may be bound or affected, or (iv) violate any order, writ, injunction, decree, statute, ordinance, rule orregulation applicable to Tandy. 

(b) Tandy is not in conflict with, or in default or violation of, any note, bond, mortgage, indenture,lease, license, contract, agreement, franchise, permit, concession or other instrument, obligation, understanding, commitment or other arrangement to which Tandy is a party or by which its properties or assets may be bound or affected. 

**Section 5.4*****Sufficient Funds and Credit Availability***. Tandy has and will have sufficient funds and credit availability tofund payment in full of the Purchase Price anticipated to be due at Closing and to make future payment of the Earn-Out Amount due hereunder after Closing, including, but not limited to, those contemplated under Section 3.1(d), and to fund thoseoperations (including those of its Subsidiaries) as set forth in Section 3.1(d)(ii) and to meet those obligations. 

**Section 5.5*****Reliance on Representations and Warranties***. Tandy acknowledges that it enters into this Agreement and agrees to consummate the transactions contemplated hereby in sole reliance on the expressrepresentations and warranties contained in this Agreement and not upon any other information furnished to Tandy by or on behalf of Chambers. **TANDY FURTHER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV, CHAMBERS MAKES NOREPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING THE QUALITY, CONDITION, NON-INFRINGEMENT, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE ACQUIRED ASSETS. EXCEPT AS EXPRESSLY SO SETFORTH IN ARTICLE IV, THE ACQUIRED ASSETS ARE SOLD TO TANDY “AS IS AND WHERE IS.”**

**ARTICLE VI**

**COVENANTS**

**Section 6.1*****Conduct of Chambers’ Business***. During the period from the date of this Agreement and continuing until the Closing Date, Chambers agrees that, except as set forth in Section 6.1(b) for the transactions otherwise expresslyprovided for in this Agreement, or to the extent that Tandy shall otherwise consent in writing: 

 

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(a) *Ordinary Course*. Chambers shall conduct the operations of its Business in the OrdinaryCourse of Business and exercise commercially reasonable efforts to preserve substantially intact its relationships with its material customers and suppliers relating to the Business. Chambers shall maintain at current levels all insurance related tothe Acquired Assets and the Business, and shall not terminate the services of its present employees dedicated to the Business. Without limiting the generality of the foregoing, from the date hereof to the Closing Date, Chambers will not: 

(i) Sell, pledge, lease, license or otherwise dispose of any of the Acquired Assets, other than inventory in the Ordinary Course of Business;

(ii) Create or incur any Encumbrance upon the Acquired Assets or suffer to exist any such Encumbrance other than any Encumbranceassociated with the Wells Fargo debt; 

(iii) Enter into any contracts or commitments involving or engage in any transactions involving theAcquired Assets, in either case that is not in the Ordinary Course of Business; 

(iv) Fail to maintain its books and records relating tothe Acquired Assets in the Ordinary Course of Business; or 

(v) Agree or commit to do any of the foregoing. 

(b) *Wrangler Assets*. Notwithstanding anything herein to the contrary, (i) Section 6.1(a) shall not apply to any portion of theBusiness related to the Wrangler Assets and (ii) nothing herein shall restrict Chambers at any time from agreeing to, and consummating one or more transactions involving the Wrangler Assets, including, but not limited to, any sale, disposition,conveyance, sub-license or termination thereof or continuation of its Business with respect thereto. 

**Section 6.2*****Reasonable Efforts***. Subject to the terms and conditions of this Agreement each of the Parties agree to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all thingsnecessary, proper or advisable under this Agreement and under applicable contracts, laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including satisfying all conditions precedent that are undertheir respective control, and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them; 

**Section 6.3*****Access to Information***. Upon reasonable notice, Chambers shall afford to the officers, employees, accountants, counsel and other representatives of Tandy, access, during normalbusiness hours during the period prior to the Closing Date and for a reasonable period of time following the Closing Date to the extent necessary for Tandy to prepare or evaluate any schedules or filings contemplated by this Agreement, and toinspect all its properties, books, contracts, commitments and records and all other information related solely to the Acquired Assets, and the Assumed Liabilities as Tandy may reasonably request. 

 

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**Section 6.4*****Confidentiality***. The Parties hereto acknowledge that they havepreviously entered into a Confidentiality Agreement dated November 12, 2008 and that such agreement continues in full force and effect notwithstanding the execution of this Agreement and that it shall continue in full force effect after theClosing. 

**Section 6.5*****Employee Matters***. At Tandy’s request, Chambers shall cooperate with Tandy inidentifying those employees of Chambers or Chambers de Mexico who Tandy may wish to hire, either as employees or consultants and in facilitating the employment or the engagement as consultants by Tandy, after the Closing Date, of such individuals,which Tandy elects to employ or engage as a consultant, including permitting Tandy to interview and offer employment or consulting agreements to such employees. The Parties hereby acknowledge that Tandy is under no obligation whatsoever to employany current or future employees of Chambers. 

**Section 6.6*****Notification of Certain Matters***. 

(a) Each Party shall give prompt notice to the other of (a) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, ofwhich would be reasonably likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement made by such Party in this Agreementnot to be complied with or satisfied in any material respect and (b) any failure of such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect . Subject toSection 6.6(b) or as otherwise expressly provided herein, the delivery of any notice pursuant to this Section 6.6(a) shall not limit or otherwise affect the remedies hereunder of the Party receiving such notice. 

(b) Upon the occurrence after the date hereof of any event, fact or circumstance which would cause any of the representations or warranties inSection 4.10 to be false, inaccurate or breached, and upon the delivery of any notice thereof to Tandy pursuant to Section 6.6(a), Tandy shall be deemed to have waived any claim for damages, Losses (as defined herein at Section 9.2)or any other remedy or relief arising therefrom and Tandy shall be entitled to terminate this Agreement to the extent provided in Section 10.1(c). 

**Section 6.7*****Fees and Expenses***. Whether or not the transactions contemplated by this Agreement are consummated, except as otherwise specifically provided for in this Agreement, all costs andexpenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses. 

**Section 6.8*****Transfer Taxes***. Tandy and Chambers shall each be responsible to pay for one-half of all sales, use, transfer, recording, and other similar Taxes and fees, including, without limitation, all bulk salesTaxes arising out of or in connection with the transactions contemplated by this Agreement 

 

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**ARTICLE VII**

**CONDITIONS**

**Section 7.1*****Conditions of Obligations of Tandy***. Theobligations of Tandy to effect the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of the following conditions unless waived in writing by Tandy: 

(a) *Representations and Warranties*. The representations and warranties of Chambers set forth in Article IV shall be true and correct in allmaterial respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties are qualified by the term “material,” in which case suchrepresentations and warranties shall be true and correct in all respects), and Chambers shall have delivered to Tandy at Closing a certificate to such effect executed by an officer of Chambers. 

(b) *No Litigation*. No action, suit, or proceeding shall be pending or threatened before any Governmental Entity or before any arbitratorwherein an unfavorable injunction, judgment, order, decree, ruling, or charge would be reasonably expected to (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactionscontemplated by this Agreement to be rescinded following consummation, or (iii) materially adversely affect the right of Tandy to own the Acquired Assets. 

(c) *Performance of Obligations of Chambers*. Chambers shall have performed and complied with in all material respects all covenants required to be performed by it under this Agreement at or prior to theClosing Date (except to the extent that such covenants are qualified by the term “material,” in which case such covenants shall be performed in all respects). 

(d) *Chambers Closing Documents*. Chambers shall have executed and delivered to Tandy all Chambers Closing Documents. 

(e) *Termination of Encumbrances*. Tandy shall have received evidence reasonably satisfactory to Tandy of the release of all Encumbrances affecting the Acquired Assets, including pay-off letters and copiesof such UCC-1 terminations under the Uniform Commercial Code and any other similar applicable regulation of any financing or similar statements filed against any of the Acquired Assets in all applicable jurisdictions or Chambers shall otherwiseprovide evidence reasonably satisfactory to Tandy that all such Encumbrances are no longer effective. 

**Section 7.2*****Conditions of Obligations of Chambers***. The obligation of Chambers to effect the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, on or prior to the Closing Date, unless waived inwriting by Chambers: 

(a) *Representations and Warranties*. The representations and warranties of Tandy set forth in Article Vshall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties are qualified by the term“material,” in which case such representations and warranties shall be true and correct in all respects), and Tandy shall have delivered to Chambers at Closing a certificate to such effect executed by an officer of Tandy. 

 

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(b) *No Litigation*. No action, suit, or proceeding shall be pending or threatened before anyGovernmental Entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement,(ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) materially adversely affect Tandy’s ability to perform and observe its post-Closing obligations under Section 3.1(d).

(c) *Performance of Covenants of Tandy*. Tandy shall have performed and complied with in all material respects all covenantsrequired to be performed by Tandy under this Agreement at or prior to the Closing Date (except to the extent that such covenants are qualified by the term “material,” in which case such covenants shall be performed in all respects).

(d) *Tandy Closing Documents*. Tandy shall have executed and delivered to Chambers all of the Tandy Closing Documents.

(e) *Wells Fargo Consent*. Wells Fargo shall have consented to the consummation of the transactions contemplated hereunder onterms and conditions acceptable to Chambers and agreed to release its security interest in the Acquired Assets. 

**Section 7.3*****If Conditions Not Satisfied***. In the event that any of the foregoing conditions of obligations of a Party shall fail to have been satisfied, such Party may elect, in its sole discretion, to consummate the transactions contemplated bythis Agreement despite such failure, in which event such Party shall be deemed to have waived any claim for damages, Losses (as defined herein at Section 9.2) or other relief arising from or in connection with such failure, unless otherwiseagreed in a writing executed by both Parties. 

**ARTICLE VIII**

**CERTAIN POST-CLOSING COVENANTS**

**Section 8.1*****Books andRecords***. 

(a) Tandy shall not within six (6) years after the Closing Date dispose of or destroy any business records or filesrelated to the Acquired Assets for periods prior to the Closing Date, without first offering to turn over possession thereof to Chambers by written notice at least thirty (30) days prior to the proposed dates of such disposition or destruction.

(b) From and after the Closing Date, to the extent reasonably required in connection with the preparation of tax returns or otherlegitimate purposes specified in writing, Tandy shall allow Chambers and its agents access to all business records and files included as part of the Acquired Assets for all periods prior to the Closing Date, upon reasonable advance notice duringnormal working hours, and Chambers shall have the right, at its own expense, to make copies of any such records and files, provided, however, that any such access or copying shall be had or done in such a manner so as not to interfere with thenormal conduct of business of Tandy. 

 

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**Section 8.2*****Chambers Corporate Name***. At the Closing, Tandy shall be deemed togrant to Chambers a royalty free, worldwide, perpetual and non-terminable license to use the name “Chambers” solely in its corporate name, and Chambers shall discontinue further use of the “Chambers” name, except where legallyrequired to identify Chambers until its name has been changed. Chambers shall file articles of amendment or otherwise take such action as may be necessary to change its name to another name not including the word “Chambers” and otherwisenot being confusingly similar to its present name within forty-five (45) days following Closing. Chambers shall not use a trademark, trade name or service mark in connection with the new name which is similar to any trademark, trade name orservice mark used by the Business. 

**Section 8.3*****Bulk Sales Law***. Tandy hereby waives compliance with any bulksales law in connection with the transactions contemplated by this Agreement. Chambers agrees to pay and discharge all claims of creditors which may be asserted against Tandy by reason of Chambers’ non-compliance with the provisions of the bulksales law of any state (excluding Assumed Liabilities) which may require bulk sales law compliance on account of the provisions herein and the transactions contemplated hereby. 

**Section 8.4*****Further Assurances; Subsequent Transfers***. From time to time, each of the Parties hereto will execute and deliversuch further instruments and will take such other actions as Tandy, on the one hand, or Chambers, on the other hand, may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof. Without limiting thegenerality of the foregoing, at any time and from time to time after the Closing Date, (a) at the request of Tandy, Chambers will execute and deliver such other instruments of transfer, and take such action as Tandy may reasonably deemnecessary in order to effectively transfer, convey and assign to Tandy all of the Acquired Assets, to put Tandy in actual possession and operating control thereof (which excludes physically moving or delivery of any Acquired Assets) and to permitTandy to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and toproperly assume and discharge the related Assumed Liabilities, and (b) at the request of Chambers, Tandy will execute and deliver such other instruments and agreements, and take such action, as Chambers may reasonably deem necessary in orderensure that Tandy has assumed from Chambers all of the Assumed Liabilities and to confirm Chambers’ right, title and interest in and to the Retained Assets. 

**Section 8.5*****Delivery of Acquired Assets***. On the Closing Date, Tandy at its sole cost and expense shall cause all Acquired Assets to be physically removed from Chamber’s facilities andbusiness premises and shall have full risk of loss with respect to all of the Acquired Assets. 

**ARTICLE IX**

**INDEMNIFICATION**

**Section 9.1*****Survival of Representations and Warranties***. 

(a) All representations and warranties of the Parties set forth in thisAgreement shall terminate and expire on the first anniversary of the Closing. Notice with respect to any claim in respect of any breach of any representation or warranty shall be in writing, shall state specifically the particulars of any suchbreach, the alleged amount of Losses (as defined in Section 9.2) resulting 

 

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therefrom and a reasonable explanation of the basis therefor and shall be delivered to the Party against which such claim is asserted. Any representation orwarranty shall survive the time it would otherwise terminate pursuant to this Section 9.1 to the extent that the Party claiming indemnification for such breach shall have delivered to the other Party written notice in accordance with theforegoing prior to the expiration of such time pursuant to this Section 9.1; provided, that after the delivery of any such notice, the Party claiming indemnification shall expeditiously pursue the resolution of such claim. 

(b) All covenants and agreements made by the Parties to this Agreement which contemplate performance following the Closing Date, including those underSection 3.1, and Articles VIII, IX and XI shall survive the Closing Date. All other covenants and agreements shall not survive the Closing Date and shall terminate as of the Closing. 

**Section 9.2*****Chambers’ Indemnification***. Subject to the terms and conditions herein, Chambers hereby agrees to indemnify andhold Tandy and its directors, officers, employees and agents (“**Chambers Indemnitees**”) harmless from all loss, injury, liability, cost, expense or actual damages (including, without limitation, interest, penalties and reasonableattorneys’ fees and disbursements incurred in enforcing its rights hereunder but excluding indirect or consequential damages) (“**Losses**”) at all times from and after the Closing Date to the extent resulting from or caused by:

(a) Any breach by Chambers’ of its (i) representations or warranties for which written notice has been provided to Chambers inaccordance with Section 9.1 or (ii) covenants contained herein; 

(b) Any and all demands, claims, actions, suits, proceedings orassessments claimed or brought by any third party to the extent based (i) on any fact, event or circumstance which would result in a valid claim under Section 9.2(a), (ii) the Retained Liabilities or (iii) Chambers failure tofully comply with the laws referred to in Section 8.3 hereof, together with any judgments and reasonable costs and legal and other expenses associated therewith. 

**Section 9.3*****Tandy’s Indemnification****.*Subject to the terms and conditions herein, Tandy hereby agrees to indemnify, defend and hold Chambers and its directors, officers,stockholders, employees and agents (“**Tandy Indemnitees**”) harmless from all Losses resulting from or caused by (a) any breach by Tandy of its (i) representations or warranties for which written notice has been provided toTandy in accordance with Section 9.1 or (ii) covenants contained herein, (b) any Assumed Liabilities and (c) any and all demands, claims, actions, suits or proceedings or assessments claimed or brought by any third party to theextent based on any fact, event or circumstance which would result in a valid claim under Section 9.3(a), together with any judgments and reasonable costs and legal and other expenses associated therewith. 

**Section 9.4*****Procedures***. 

(a) If any Chambers Indemnitee or Tandy Indemnitee (each, an “**Indemnified Party**”) believes that it has suffered or incurred or will suffer or incur any Losses for which it is entitled to indemnification under this ArticleIX, such Indemnified Party shall so notify the Party or Parties from whom indemnification is being claimed (the “**Indemnifying Party**”) with reasonable 

 

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promptness and reasonable particularity in light of the circumstances then existing. If any action at law or suit in equity is instituted by or against athird party with respect to which any Indemnified Party intends to claim any Losses, such Indemnified Party shall promptly notify the Indemnifying Party of such action or suit. The failure of an Indemnified Party to give any notice required by thisSection shall not affect any of such Party’s rights under this Article IX or otherwise except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnified Party. 

(b) Upon being given notice of any third party claim against an Indemnified Party, the Indemnifying Party shall have the right upon written notice to theIndemnified Party to assume the defense and conduct and control, through counsel of its choosing, of such third party claim, action or suit contemplated by Section 9.2(b) or 9.3(b), as applicable. The Indemnified Party shall cooperate in allreasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of the third party claim and any appeal arising therefrom. Upon assuming the defense of a third party claim, the Indemnified Party maycompromise or settle the same, provided either that (i) the settlement shall include as an unconditional term thereof the giving of a complete release from liability with respect to such action or suit to the Indemnified Party or (ii) theIndemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement and the Indemnified Party shall have consented in advance in writing to the proposed compromise or settlement (which consent shall not beunreasonably withheld). The Indemnifying Party shall permit the Indemnified Party to participate in the defense of any such action or suit through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall beborne by the Indemnified Party. If the Indemnifying Party undertakes to conduct and control the conduct and settlement of such action or suit, the Indemnifying Party shall not thereby permit to exist any Encumbrance upon any asset of the IndemnifiedParty as a result of the claim being indemnified. The Indemnifying Party shall permit the Indemnified Party to participate in any settlement negotiations through counsel chosen by the Indemnified Party (at its own cost and expense). 

If an Indemnifying Party fails to assume the defense of a third party claim within fifteen (15) calendar days after receipt of the notice of thethird party claim as provided above, the Indemnified Party against which such third party claim has been asserted will upon delivering notice to such effect to the Indemnifying Party have the right to undertake, at the Indemnified Party’s cost,risk and expense, the defense, compromise or settlement of such Third Party Claim on behalf of and for the account and risk of Indemnifying Parties; provided, however, that such third party claim shall not be compromised or settled without thewritten consent of the Indemnifying Party (which consent shall not be unreasonably withheld). If the Indemnified Party assumes the defense of the third party claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of theprogress of any such defense, compromise or settlement of any action effected pursuant to and in accordance herewith. 

**Section 9.5*****Limitations on Indemnification Rights****.*

(a) *Threshold Amount*. An Indemnifying Party under thisArticle IX shall not be liable to the Indemnified Party for Losses associated with misrepresentations or breaches of warranties which do not result in Losses that do not exceed $50,000 in the aggregate; PROVIDED, HOWEVER, that this limitation shallnot apply with respect to the indemnification otherwise due for any claims brought by a third party. 

 

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(b) *Maximum Amount*. Notwithstanding anything herein, the maximum liability of Chambersunder this Article IX based on or relating to any breach or alleged breach of any representation or warranty shall be an amount equal to the Purchase Price, excluding, however the Earn-Out Amount. 

(c) *Time Period*. The indemnification provisions under this Article IX (other than those based solely on a breach of a covenant) shallcontinue for one year from the Closing Date and shall terminate upon expiration of such period. Any claim or demand made under Section 9.2 against Chambers or Section 9.3 against Tandy of which notice has been given in good faith pursuantto Section 9.4 at or prior to the expiration of the one year period shall continue to be subject to indemnification hereunder notwithstanding the expiration of such period. 

**Section 9.6*****Exclusivity***. 

(a) The Parties hereby acknowledge and agree that as of and after the Closing, their sole and exclusive remedy with respect to any and all claims (other than those based on a breach of a covenant) shall be pursuant to the indemnificationprovisions set forth in this Article IX. In furtherance of the foregoing, the Parties hereby waive (other than with respect to a breach of a covenant), to the fullest extent permitted under applicable law, any and all rights, claims and causes ofaction it may have against the other arising under or based upon any federal, state or local statute, law ordinance, rule or regulation (including any such rights, claims or causes of action arising under or based upon common law or otherwise) withrespect to all such claims. Notwithstanding anything else contained in this Article IX, neither party shall be entitled to indirect or consequential damages hereunder. 

(b) For avoidance of doubt, Tandy acknowledges and agrees that the foregoing exclusivity provisions and limitations shall not apply in any respect to its covenants and undertakings in Section 3.1. 

**Section 9.7*****Limited Right of Set-Off.***

(a) The Parties agree and acknowledge that Tandy shall have the right in accordance with the terms of this Section 9.7 to set-off any Losses claimed by a Chambers Indemnitee pursuant to this Article IX or anydamages or payment obligations based upon, arising out of, or related to this Agreement against all or any portion of the Earn-Out Monthly Payments or the Earn-Out Amount which may be payable pursuant to this Agreement if and only if, and to theextent that (in terms of dollars) (i) Chambers and Tandy have entered into a binding written agreement setting forth an agreed upon amount to be paid by Chambers to Tandy pursuant to Article IX or (ii) a final, non-appealable judgment isentered against Chambers based on an order of a Court which has jurisdiction with respect to such matter pursuant to Section 11.8 which requires payment from Chambers to Tandy pursuant to a claim under Article IX. 

 

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(b) Tandy expressly agrees and acknowledges that it shall not be entitled to withhold from any Earn OutPayment any amount alleged to be due and owing based thereon, whether set forth in an indemnification notice or otherwise, other than with respect to Losses described in Section 9.7(a)(i) or (ii). If any portion of an Earn-Out Payment iswithheld on the basis of an unresolved claim under Article IX or any other provision of this Agreement or any other instrument, agreement or document executed and delivered in connection herewith or based on a claim at common law, such withholdingshall constitute an Earn-Out Default. 

**ARTICLE X**

**TERMINATION AND AMENDMENT**

**Section 10.1*****Termination***. This Agreement may beterminated at any time prior to the Closing Date as follows: 

(a) by mutual written consent of Tandy and Chambers; 

(b) by either Party if the Closing shall not have occurred on or before July 1, 2009 (unless the failure to so consummate the Closing by such dateshall be due to the action or failure to act of the Party seeking to terminate this Agreement, which action or failure to act constitutes a breach of this Agreement); 

(c) by Tandy if (i) there has been a material breach on the part of Chambers in the representations, warranties or covenants of Chambers set forth herein, or (ii) any failure on the part of Chambers tocomply with its obligations hereunder, such that, in any such case, any of the conditions to the Closing set forth in Section 7.1 hereof could not be satisfied on or prior to July 1, 2009, provided Tandy first gives Chambers written noticethereof and such material breach or failure of performance is not cured within 10 days thereafter; or 

(d) by Chambers if (i) therehas been a material breach on the part of Tandy in the representations, warranties or covenants of Tandy set forth herein, or (ii) any failure on the part of Tandy to comply with its obligations hereunder, such that, in any such case, any ofthe conditions to the Closing set forth in Section 7.2 hereof could not be satisfied on or prior to July 1, 2009, provided Chambers first gives Tandy written notice thereof and such material breach or failure of performance is not curedwithin 10 days thereafter. 

**Section 10.2*****Effect of Termination***. In the event of a termination of this Agreementas provided in Section 10.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Tandy, Chambers or their affiliates or respective officers or directors; provided, however, that any suchtermination shall not relieve any Party from liability for any breach of this Agreement existing as of the date of termination. 

**ARTICLEXI**

**MISCELLANEOUS**

**Section 11.1*****Amendment***. This Agreement may be amended by the Parties hereto at any time by an instrument in writing signed by each of the Parties hereto. 

 

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**Section 11.2*****Extension; Waiver***. At any time prior to the Closing Date, theParties hereto may agree to (a) extend the time for the performance of any of the obligations or other acts of the other Parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any documentdelivered pursuant hereto or (c) waive compliance with any of the agreements or conditions contained here. Any agreement on the part of a Party hereto to any such extension or waiver shall be valid only if set forth in a written instrumentsigned on behalf of such Party. 

**Section 11.3*****Notices***. All notices and other communications hereunder shall be inwriting and shall be deemed given on the date delivered if delivered personally (including by reputable overnight courier) or on the date received if mailed by registered or certified mail (return receipt requested) to the Parties at the followingaddresses (or at such other address for a Party as shall be specified by like notice): 

(a) if to Chambers, to: 

c/o Phoenix Footwear Group, Inc. 

5840 ElCamino Real, Suite 106 

Carlsbad, California 92008 

*Attention:* James Riedman, Chairman 

Email Address: james.riedman@phxg.com 

with a copy to: 

Woods Oviatt Gilman LLP

700 Crossroads Building 

Rochester, New York 14614 

*Attention:* Gordon E. Forth, Esq. 

Email Address: gforth@woodsoviatt.com 

(b)if to Tandy, to: 

Tandy Brands Accessories, Inc. 

690 E. Lamar Blvd., Suite 200 

Arlington, Texas 76011 

*Attention:*N. Roderick McGeachy, III, President 

Email Address: rod_mcgeachy@tandybrands.com 

with a copy to: 

Winstead PC 

1201 Elm, 5400 RenaissanceTower 

Dallas, Texas 75270 

*Attention:* Christopher D. Williams, Esq. 

Email Address: cwilliams@winstead.com 

 

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**Section 11.4*********Interpretation*******. When a reference is made in thisAgreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of thisAgreement. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The phrases “the date of thisAgreement,” “the date hereof” and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date first set forth in the beginning of this Agreement. The Parties have been represented by counselwho have carefully negotiated the provisions hereof. As a consequence, the Parties do not intend that the presumptions of any laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied tothis Agreement and therefore waive their effects. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties.****

**Section 11.5*****Counterparts***. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and thesame instrument. Either Party may execute this Agreement by facsimile signature and the other Party is entitled to rely on such facsimile signature as evidence that this Agreement has been duly executed by such Party. 

**Section 11.6*****Entire Agreement; No Third Party Beneficiaries***. This Agreement (including the documents and the instrumentsreferred to herein) (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof, and (b) is not intended toconfer upon any person other than the Parties hereto and thereto any rights or remedies hereunder or thereunder. 

**Section 11.7*****Governing Law***. This Agreement has been executed and delivered in the State of Delaware and shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of lawprinciples. 

**Section 11.8*****Jurisdiction and Venue.***Each of the Parties submits to the jurisdiction of any state orfederal court located in the State of Delaware, in any action or proceeding arising out of or relating to this Agreement (including any action or proceeding for the enforcement of any arbitration award made in connection with any arbitration of adispute hereunder) and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Except as otherwise provided in Section 3.1(e), each Party further agrees not to bring any action or proceedingarising out of or relating to this Agreement in any other court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might berequired of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices inSection 11.3 above. Nothing in this Section, however, shall affect the right of any Party to serve legal process in any other manner permitted by law or at equity. Each Party agrees that a final judgment in any action or proceeding so broughtshall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. All proceedings under this Section 11.8, and all evidence given or discovered pursuant hereto, shall be maintained inconfidence by all parties and the arbitrators. 

 

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**Section 11.9*****Publicity***. Except as otherwise required by law or stock exchangerules, neither Tandy nor Chambers shall issue or cause the publication of any press release or other public announcement with respect to the transactions contemplated by this Agreement without the consent of the other Party, which consent shall notbe unreasonably withheld or delayed. 

**Section 11.10*****Assignment***. Neither this Agreement nor any of the rights,interests or obligations hereunder shall be assigned by any of the Parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Parties; except that Chambers may collaterally assign all of its rightshereunder to Wells Fargo. This Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. 

**[SIGNATURE PAGE FOLLOWS]**

 

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**IN WITNESS WHEREOF**, Tandy and Chambers have caused this Agreement to be signed by their respectiveofficers thereunto duly authorized as of the date first written above. 

 
**TANDY BRANDS ACCESSORIES, INC.**By: 
 
Name: Title: **CHAMBERS BELT COMPANY**By: 
 
Name: Title: 
 
**List of Exhibits**Exhibit A -    Assignment and Assumption of Orders AgreementExhibit B-1 -    Assignment of TrademarksExhibit B-2 -    Assignment of CopyrightsExhibit C -    Bill of SaleExhibit D -    Manufacturing and Supply AgreementExhibit E -    Phoenix Footwear Group, Inc. GuarantyExhibit F -    Earn-Out Monthly Certificate**List of Disclosure Schedules**2.1(a)(i)   Assigned Orders2.1(a)(ii)   Acquired Equipment2.1(a)(iv)(A)   Acquired Copyrights2.1(a)(iv)(B)   Chambers Trademark2.1(a)(iv)(C)   Absolutely Fresh Trademark4.5(a)   Product Styles for Chambers Products4.5(b)   Product Safety Violations, etc.4.10   Material Customers
***(Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy willbe furnished supplementally to the Securities and Exchange Commission upon request)***

 

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