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                                                                  EXHIBIT 10.37



                                SECOND AMENDMENT
                                       TO
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT


         This Second Amendment To Revolving Credit and Term Loan Agreement
(this "SECOND AMENDMENT") is made by and between TANDY BRANDS ACCESSORIES,
INC., a Delaware corporation ("BORROWER"), and BANK OF AMERICA, N.A. (formerly
NationsBank, N.A.), a national banking association ("LENDER").

         WHEREAS, the parties entered into that one certain Revolving Credit
Loan Agreement dated November 17, 1998 (the Revolving Credit Loan Agreement
dated November 17, 1998 and all amendments thereto and restated thereof are
hereinafter referred to as the "LOAN AGREEMENT"); and

         WHEREAS, the parties entered into that one certain Amendment To
Revolving Credit and Term Loan Agreement dated May 17, 1999 (the "FIRST
AMENDMENT"); and

         WHEREAS, the parties desire to amend the Loan Agreement in certain
respects.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:

                                       1.

         The definitions of "FIXED CHARGES" and "TERMINATION DATE" in Section 1
of the Loan Agreement are amended to read as follows:

                  "FIXED CHARGES" means, for any period for Borrower and its
         Subsidiaries, the sum of (a) Cash Interest Expense, (b) scheduled
         principal payments of Indebtedness for borrowed money, (c) Capital
         Expenditures excluding Acquisition Capital Expenditures, (d) cash
         Dividends, and (e) cash tax expenses.

                  "TERMINATION DATE" means (a) for the Revolving Credit Loan,
         the earliest of (i) May 17, 2002, (ii) the date that Lender's
         commitment to fund Advances hereunder is terminated pursuant to
         SECTION 8.2, or (iii) the date that Lender's commitment to fund
         Advances hereunder is reduced to zero pursuant to SECTION 2.1, and (b)
         for the Term Loan, November 17, 2003.

                                       2.

         A new 7.13 is added to the Loan Agreement which shall read in its
entirety as follows:

                  7.13 PURCHASE OF TREASURY STOCK. Borrower shall not permit
         the purchase price of treasury stock to exceed $8,000,000 in the
         aggregate.


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                                       3.

         Except as amended above and by the First Amendment, the Loan Agreement
is ratified and confirmed and shall remain in full force and effect.

                                       4.

         This Second Amendment shall be binding upon and inure to the benefit
of the parties and their successors and assigns.

                                       5.

         THIS WRITTEN AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER THEREOF AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENT BETWEEN THE PARTIES.


         Executed effective as of the 12th day of June, 2000.


                                   BORROWER:

                                   TANDY BRANDS ACCESSORIES, INC., a
                                      Delaware corporation, as Borrower


                                   By: /s/ STAN NINEMIRE
                                      -----------------------------------------
                                      Stan Ninemire, Chief Financial Officer
                                         and Senior Vice President



                                   LENDER:

                                   BANK OF AMERICA, N.A., a national banking
                                      association, as Lender

                                   By: /s/ VINCENT A. LIBERIO
                                      -----------------------------------------
                                      Vincent A. Liberio, Senior Vice President


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                                    GUARANTY


         THIS GUARANTY (herein so called) is executed as of June 12, 2000, by
TANDY BRANDS ACCESSORIES HANDBAGS, INC., a Delaware corporation ("GUARANTOR"),
for the benefit of BANK OF AMERICA, N.A. (formerly NationsBank, N.A.), a
national banking association (together with its permitted successors or assigns,
"LENDER").

         WHEREAS, Tandy Brands Accessories, Inc., a Delaware corporation
("BORROWER") and Lender (including its permitted successors and assigns) have
entered into a Revolving Credit and Term Loan Agreement dated as of November 17,
1998 (as amended, modified, supplemented, or restated from time to time, the
"CREDIT AGREEMENT");

         WHEREAS, provisions of the Credit Agreement permit Guarantor to
directly or indirectly receive proceeds of Borrowings made pursuant thereto;
and

         WHEREAS, this Guaranty is integral to the transactions contemplated by
the Loan Documents and is a condition precedent to Lender's obligations to
extend credit under the Loan Documents;

         ACCORDINGLY, for adequate and sufficient consideration, the receipt
and adequacy of which are hereby acknowledged, Guarantor guarantees to Lender
the prompt payment of the Guaranteed Debt (defined below) at, and at all times
after, its maturity (by acceleration or otherwise) as follows:

         1. DEFINITIONS. Terms defined in the Credit Agreement have the same
meanings when used, unless otherwise defined, in this Guaranty. As used in this
Guaranty:

                  BORROWER means Borrower, Borrower as a debtor-in-possession,
         and any receiver, trustee, liquidator, conservator, custodian, or
         similar party appointed for Borrower or for all or substantially all
         of Borrower's assets under any Debtor Laws.

                  CREDIT AGREEMENT is defined in the recitals to this Guaranty.

                  GUARANTEED DEBT means, collectively, (a) the Obligation and
         (b) all present and future costs, attorneys' fees, and expenses
         reasonably incurred by Lender to enforce Borrower's, Guarantor's, or
         any other obligor's payment of any of the Guaranteed Debt, including,
         without limitation (to the extent lawful), all present and future
         amounts that would become due but for the operation of Sections 502 or
         506 or any other provision of Title 11 of the United States Code and
         all present and future accrued and unpaid interest (including, without
         limitation, all post-maturity interest and any post-petition interest
         in any proceeding under Debtor Relief Laws to which Borrower or
         Guarantor becomes subject).

                  GUARANTOR is defined in the preamble to this Guaranty.

                  LENDER is defined in the preamble to this Guaranty.

                  LOAN DOCUMENTS means, collectively, the Credit Agreement and
         all related "Loan Documents" (as such term is defined in the Credit
         Agreement).

                  OBLIGATION means the "Obligation" as defined in the Credit
         Agreement.


                                                                       GUARANTY


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         2. GUARANTY. This is an absolute, irrevocable, and continuing guaranty,
and the circumstance that at any time or from time to time the Guaranteed Debt
may be paid in full does not affect the obligation of Guarantor with respect to
the Guaranteed Debt incurred after that. This Guaranty remains in effect until
the Guaranteed Debt is fully paid and performed, all commitments to extend any
credit under the Loan Documents have terminated. Guarantor may not rescind or
revoke its obligations with respect to the Guaranteed Debt. Notwithstanding any
contrary provision, it is the intention of Guarantor and Lender, that the amount
of the Guaranteed Debt guaranteed by Guarantor by this Guaranty shall be in, but
not in excess of, the maximum amount permitted by fraudulent conveyance,
fraudulent transfer, or similar Laws applicable to Guarantor. Accordingly,
notwithstanding anything to the contrary contained in this Guaranty or any other
agreement or instrument executed in connection with the payment of any of the
Guaranteed Debt, the amount of the Guaranteed Debt guaranteed by Guarantor by
this Guaranty shall be limited to an aggregate amount equal to the largest
amount that would not render Guarantor's obligations hereunder subject to
avoidance under Section 548 of the United States Bankruptcy Code or any
comparable provision of any applicable state law.

         3. CONSIDERATION. Guarantor represents and warrants that its liability
under this Guaranty may reasonably be expected to directly or indirectly
benefit it.

         4. CUMULATIVE RIGHTS. If Guarantor becomes liable for any indebtedness
owing by Borrower to Lender, other than under this Guaranty, that liability may
not be in any manner impaired or affected by this Guaranty. The rights of
Lender under this Guaranty are cumulative of any and all other rights that
Lender may ever have against Guarantor. The exercise by Lender of any right
under this Guaranty or otherwise does not preclude the concurrent or subsequent
exercise of any other right.

         5. PAYMENT UPON DEMAND. If an Event of Default exists and is
continuing, Guarantor shall, on demand and without further notice of dishonor
and without any notice having been given to any Guarantor previous to that
demand of either the acceptance by Lender of this Guaranty or the creation or
incurrence of any Guaranteed Debt, pay the amount of the Guaranteed Debt then
due and payable to Lender. It is not necessary for Lender, in order to enforce
that payment by any Guarantor, first or contemporaneously to institute suit or
exhaust remedies against Borrower or others liable on any Guaranteed Debt or to
enforce rights against any collateral securing any Guaranteed Debt.

         6. SUBROGATION AND CONTRIBUTION. Until payment in full of the
Guaranteed Debt and the termination of the obligation of Lender to extend
credit under the Loan Documents (a) Guarantor may not assert, enforce, or
otherwise exercise any right of subrogation to any of the rights or Liens of
Lender or any other beneficiary against Borrower or any other obligor on the
Guaranteed Debt or any collateral or other security or any right of recourse,
reimbursement, subrogation, contribution, indemnification, or similar right
against Borrower or any other obligor on any Guaranteed Debt or any guarantor
of it, (b) Guarantor defers all of the foregoing rights (whether they arise in
equity, under contract, by statute, under common law, or otherwise), and (c)
Guarantor defers the benefit of, and subordinates any right to participate in,
any collateral or other security given to Lender or any other beneficiary to
secure payment of any Guaranteed Debt.

         7. NO RELEASE. Guarantor's obligations under this Guaranty may not be
released, diminished, or affected by the occurrence of any one or more of the
following events: (a) Any taking or accepting of any other security or
assurance for any Guaranteed Debt; (b) any release, surrender, exchange,
subordination, impairment, or loss of any collateral securing any Guaranteed
Debt; (c) any full or partial release of the liability of any other obligor on
the Obligation, except for any final release resulting from payment in full of
such obligation; (d) the modification of, or waiver of compliance with, any
terms of any other Loan Document; (e) the insolvency, bankruptcy, or lack of
corporate or partnership power of any other obligor at any time liable for any
Guaranteed Debt, whether now existing or occurring in the future; (f) any
renewal, extension, or

                                       2                                GUARANTY


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rearrangement of any Guaranteed Debt or any adjustment, indulgence,
forbearance, or compromise that may be granted or given by Lender to any other
obligor on the Obligation; (g) any neglect, delay, omission, failure, or
refusal of Lender to take or prosecute any action in connection with the
Guaranteed Debt or to foreclose, take, or prosecute any action in connection
with any Loan Document; (h) any failure of Lender to notify Guarantor of any
renewal, extension, or assignment of any Guaranteed Debt, or the release of any
security or of any other action taken or refrained from being taken by Lender
against Borrower or any new agreement between Lender and Borrower; it being
understood that Lender is not required to give Guarantor any notice of any kind
under any circumstances whatsoever with respect to or in connection with any
Guaranteed Debt, other than any notice required to be given to Guarantor by law
or elsewhere in this Guaranty; (i) the unenforceability of any Guaranteed Debt
against any other obligor or any security securing same because it exceeds the
amount permitted by Law, the act of creating it is ultra vires, the officers
creating it exceeded their authority or violated their fiduciary duties in
connection with it, or otherwise; or (j) any payment of the Obligation to Lender
is held to constitute a preference under any Debtor Relief Law or for any other
reason Lender is required to refund that payment or make payment to someone
else (and in each such instance this Guaranty will be reinstated in an amount
equal to that payment).

         8. WAIVERS. To the maximum extent lawful, Guarantor waives all rights
by which it might be entitled to require suit on an accrued right of action in
respect of any Guaranteed Debt or require suit against Borrower or others,
whether arising under Section 34.02 of the Texas Business and Commerce Code, as
amended (regarding its right to require Lender to sue Borrower on accrued right
of action following its written notice to Lender), Section 17.001 of the Texas
Civil Practice and Remedies Code, as amended (allowing suit against it without
suit against Borrower, but precluding entry of judgment against it before entry
of judgment against Borrower), Rule 31 of the Texas Rules of Civil Procedure, as
amended (requiring Lender to join Borrower in any suit against it unless
judgment has been previously entered against Borrower), or otherwise.

         9. LOAN DOCUMENTS. By execution hereof, Guarantor covenants and agrees
that certain representations, warranties, terms, covenants, and conditions set
forth in the Loan Documents are applicable to Guarantor and shall be imposed
upon Guarantor, and Guarantor reaffirms that each such representation and
warranty is true and correct and covenants and agrees to promptly and properly
perform, observe, and comply with each such term, covenant, or condition.
Moreover, Guarantor acknowledges and agrees that this Guaranty is subject to the
offset provisions of the Loan Documents in favor of Lender. In the event the
Credit Agreement ceases to remain in effect for any reason whatsoever during
any period when any part of the Guaranteed Debt remains unpaid, the terms,
covenants, and agreements incorporated herein by reference shall nevertheless
continue in full force and effect as obligations of Guarantor under this
Guaranty.

         10. RELIANCE AND DUTY TO REMAIN INFORMED. Guarantor confirms that it
has executed and delivered this Guaranty after reviewing the terms and
conditions of the Loan Documents and such other information as it has deemed
appropriate in order to make its own credit analysis and decision to execute
and deliver this Guaranty. Guarantor confirms that it has made its own
independent investigation with respect to Borrower's creditworthiness and is
not executing and delivering this Guaranty in reliance on any representation or
warranty by Lender as to that creditworthiness. Guarantor expressly assumes all
responsibilities to remain informed of the financial condition of Borrower and
any circumstances affecting Borrower's ability to perform under the Loan
Documents to which it is a party or any collateral securing any Guaranteed
Debt.

         11. NO REDUCTION. The Guaranteed Debt may not be reduced, discharged,
or released because or by reason of any existing or future offset, claim, or
defense (except for the defense of complete and final payment of the Guaranteed
Debt) of Borrower or any other obligor against Lender or against payment of the
Guaranteed Debt, whether that offset, claim, or defense arises in connection
with the Guaranteed Debt or otherwise. Those claims and defenses include,
without limitation, failure of consideration, breach of warranty,

                                       3                                GUARANTY

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fraud, bankruptcy, incapacity/infancy, statute of limitations, lender
liability, accord and satisfaction, usury, forged signatures, mistake,
impossibility, frustration of purpose, and unconscionability.

         12. INSOLVENCY OF GUARANTOR. Should Guarantor become insolvent, or
fail to pay Guarantor's debts generally as they become due, or voluntarily
seek, consent to, or acquiesce in, the benefit or benefits of any Debtor Relief
Law (other than as a creditor or claimant), or become a party to (or be made
the subject of) any proceeding provided for by any Debtor Relief Law (other
than as a creditor or claimant) that could suspend or otherwise adversely
affect the rights of Lender granted hereunder, then, in any such event, the
Guaranteed Debt shall be, as among Guarantor and Lender, a fully matured, due,
and payable obligation of Guarantor to Lender (without regard to whether
Borrower is then in default under the Loan Documents or whether the Obligation,
or any part thereof, is then due and owing by Borrower to Lender), payable in
full by Guarantor to Lender upon demand, and the amount thereof so payable
shall be the estimated amount owing in respect of the contingent claim created
hereunder.

         13. LOAN DOCUMENT. This Guaranty is a Loan Document and is subject to
the applicable provisions of SECTIONS 1 and 9 of the Credit Agreement,
including, without limitation, the provisions relating to GOVERNING LAW,
JURISDICTION, VENUE, SERVICE OF PROCESS, AND WAIVER OF JURY TRIAL, all of which
are incorporated into this Guaranty by reference the same as if set forth in
this Guaranty verbatim.

         14. COMMUNICATIONS. For purposes of SECTIONS 9.4 of the Credit
Agreement, Guarantor's address and telecopy number are as set forth next to
Guarantor's signature on the signature page hereof.

         15. AMENDMENTS, ETC. No amendment, waiver, or discharge to or under
this Guaranty is valid unless it is in writing and is signed by the party
against whom it is sought to be enforced and is otherwise in conformity with
the requirements of SECTION 9.19 of the Credit Agreement.

         16. PARTIES. This Guaranty benefits Lender, and its successors and
assigns and binds Guarantor and its successors and assigns. The rights of
Lender under this Guaranty may be transferred with any assignment of the
Guaranteed Debt. The Credit Agreement contains provisions governing assignments
of the Guaranteed Debt and of rights and obligations under this Guaranty.

         17. ENTIRE AGREEMENT. This Guaranty embodies the entire agreement
between Lender and Guarantor with respect to the guaranty by Guarantor of the
Guaranteed Debt. This Guaranty supersedes all prior agreements and
understandings, if any, with respect to guaranty by Guarantor of the Guaranteed
Debt. No condition or conditions precedent to the effectiveness of this
Guaranty exist. This Guaranty shall be effective upon execution by Guarantor
and delivery to Lender.

         THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

             THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


                                       4                                GUARANTY

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          EXECUTED as of June 12, 2000.




Address:     690 East Lamar, Suite 200
             Arlington, Texas 76011
Telephone:   (817) 548-0090
Facsimile:   (817) 548-1144



Address of Lender:

Bank of America, N.A.
500 West Seventh Street
Second Floor
Fort Worth, Texas 76102
Attn: Vincent A. Liberio



GUARANTOR:



TANDY BRANDS ACCESSORIES
   HANDBAGS, INC., A DELAWARE CORPORATION


By: /s/ STAN NINEMIRE
   -----------------------------------------------
   Stan Ninemire, Chief Financial Officer
      and Senior Vice President

Executed by Lender for the purpose of the notice of final agreement set forth
above:



LENDER:

BANK OF AMERICA, N.A.

By: /s/ VINCENT A. LIBERIO - SVP
   -----------------------------------------------
   Vincent A. Liberio, Senior Vice President



                                       5                               GUARANTY