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                                                                   EXHIBIT 10.38

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


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

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

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

         WHEREAS, the Plan requires amendment to incorporate model amendments
issued by the Internal Revenue Service relating to minimum required
distributions under the Plan, which are required to be adopted no later than the
last day of the Plan Year beginning on or after January 1, 2003, with an
effective date of the first day of the Plan Year; and

         WHEREAS, the Plan was previously amended effective July 1, 2003 to
provide for a short Plan Year beginning on July 1, 2003 and ending on December
31, 2003; and

         WHEREAS the Company wishes to amend the Plan to clarify administrative
provisions relating to dividends paid on behalf of Company Stock in the Plan.

         NOW THEREFORE, the Plan is hereby amended effective as of the dates
noted herein, as follows:

         1. A new Article XX is hereby added to the Plan effective July 1, 2003,
to read as follows:

                                   ARTICLE XX

                        MINIMUM DISTRIBUTION REQUIREMENTS

                  20.1 General Rules:

                           (a) Effective Date: The provisions of this Article
                  will apply for purposes of determining required minimum
                  distributions for calendar years beginning with the 2003
                  calendar year.

                           (b) Precedence: The requirements of this Article will
                  take precedence over any inconsistent provisions of the Plan,
                  including the provisions of Section 13.2.



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                           (c) Requirements of Treasury Regulations
                  Incorporated: All distributions required under this Article
                  will be determined and made in accordance with the Treasury
                  regulations under Code Section 401(a)(9).

                           (d) TEFRA Section 242(b)(2) Elections:
                  Notwithstanding the other provisions of this Article,
                  distributions may be made under a designation made before
                  January 1, 1984, in accordance with Section 242(b)(2) of the
                  Tax Equity and Fiscal Responsibility Act (TEFRA) and the
                  provisions of the Plan that relate to Section 242(b)(2) of
                  TEFRA.

                  20.2 Time and Manner of Distribution:

                           (a) Required Beginning Date: The Participant's entire
                  interest will be distributed, or begin to be distributed, to
                  the Participant no later than the Participant's Required
                  Beginning Date.

                           (b) Death of Participant Before Distributions Begin:
                  If the Participant dies before distributions begin, the
                  Participant's entire interest will be distributed, or begin to
                  be distributed, no later than as follows:

                                    (i) If the Participant's surviving spouse is
                           the Participant's sole Designated Beneficiary, then
                           distributions to the surviving spouse will begin by
                           December 31 of the calendar year immediately
                           following the calendar year in which the Participant
                           died, or by December 31 of the calendar year in which
                           the Participant would have attained age 70 1/2, if
                           later.

                                    (ii) If the Participant's surviving spouse
                           is not the participant's sole Designated Beneficiary,
                           then distributions to the Designated Beneficiary will
                           begin by December 31 of the calendar year immediately
                           following the calendar year in which the Participant
                           died.

                                    (iii) If there is no Designated Beneficiary
                           as of September 30 of the year following the year of
                           the Participant's death, the Participant's entire
                           interest will be distributed by December 31 of the
                           calendar year containing the fifth anniversary of the
                           Participant's death.

                                    (iv) If the Participant's surviving spouse
                           is the Participant's sole Designated Beneficiary and
                           the surviving spouse dies after the Participant but
                           before distributions to the surviving spouse begin,
                           this Section 20.2(b), other than Section 20.2(b)(i),
                           will apply as if the surviving spouse were the
                           Participant.

                           For purposes of this Section 20.2(b) and Section
                  20.4, unless Section 20.2(b)(iv) applies, distributions are
                  considered to begin on the Participant's Required Beginning
                  Date. If Section 20.2(b)(iv) applies, distributions are
                  considered to begin on the date distributions are required to
                  begin to the surviving spouse under Section 20.2(b)(i). If
                  distributions under an annuity



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                  purchased from an insurance company irrevocably commence to
                  the Participant before the Participant's Required Beginning
                  Date (or to the Participant's surviving spouse before the date
                  distributions are required to begin to the surviving spouse
                  under Section 20.2(b)(i)), the date distributions are
                  considered to begin is the date distributions actually
                  commence.

                           (c) Forms of Distribution: Unless the Participant's
                  interest is distributed in the form of an annuity purchased
                  from an insurance company or in a single sum on or before the
                  Required Beginning Date, as of the first Distribution Calendar
                  Year distributions will be made in accordance with Sections
                  20.3 and 20.4. If the Participant's interest is distributed in
                  the form of an annuity purchased from an insurance company,
                  distributions thereunder will be made in accordance with the
                  requirements of Code Section 401(a)(9) and the Treasury
                  regulations.

                  20.3 Required Minimum Distributions During Participant's
         Lifetime:

                           (a) Amount of Required Minimum Distribution For Each
                  Distribution Calendar Year: During the Participant's lifetime,
                  the minimum amount that will be distributed for each
                  Distribution Calendar Year is the lesser of:

                                    (i) the quotient obtained by dividing the
                           Participant's Account balance by the distribution
                           period in the Uniform Lifetime Table set forth in
                           Section 1.401(a)(9)-9 of the Treasury regulations,
                           using the Participant's age as of the Participant's
                           birthday in the Distribution Calendar Year; or

                                    (ii) if the Participant's sole Designated
                           Beneficiary for the Distribution Calendar Year is the
                           Participant's spouse, the quotient obtained by
                           dividing the Participant's Account balance by the
                           number in the Joint and Last Survivor Table set forth
                           in Section 1.401(a)(9)-9 of the Treasury regulations,
                           using the Participant's and spouse's attained ages as
                           of the Participant's and spouse's birthdays in the
                           Distribution Calendar Year.

                           (b) Lifetime Required Minimum Distributions Continue
                  Through Year of Participant's Death: Required minimum
                  distributions will be determined under this Section 20.3
                  beginning with the first Distribution Calendar Year and up to
                  and including the Distribution Calendar Year that includes the
                  Participant's date of death.

                  20.4 Required Minimum Distributions After Participant's Death:

                           (a) Death On or After Date Distributions Begin:

                                    (i) Participant Survived by Designated
                           Beneficiary: If the Participant dies on or after the
                           date distributions begin and there is a Designated
                           Beneficiary, the minimum amount that will be
                           distributed for each Distribution Calendar Year after
                           the year of the Participant's death is the quotient
                           obtained by dividing the Participant's Account
                           balance by the



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                           longer of the remaining life expectancy of the
                           Participant or the remaining life expectancy of the
                           Participant's Designated Beneficiary, determined as
                           follows:

                                             (1) The Participant's remaining
                                    life expectancy is calculated using the age
                                    of the Participant in the year of death,
                                    reduced by one for each subsequent year.

                                            (2) If the Participant's surviving
                                    spouse is the Participant's sole Designated
                                    Beneficiary, the remaining life expectancy
                                    of the surviving spouse is calculated for
                                    each Distribution Calendar Year after the
                                    year of the Participant's death using the
                                    surviving spouse's age as of the spouse's
                                    birthday in that year. For Distribution
                                    Calendar Years after the year of the
                                    surviving spouse's death, the remaining life
                                    expectancy of the surviving spouse is
                                    calculated using the age of the surviving
                                    spouse as of the spouse's birthday in the
                                    calendar year of the spouse's death, reduced
                                    by one for each subsequent calendar year.

                                            (3) If the Participant's surviving
                                    spouse is not the Participant's sole
                                    Designated Beneficiary, the Designated
                                    Beneficiary's remaining life expectancy is
                                    calculated using the age of the Beneficiary
                                    in the year following the year of the
                                    Participant's death, reduced by one for each
                                    subsequent year.

                                    (ii) No Designated Beneficiary: If the
                           Participant dies on or after the date distributions
                           begin and there is no Designated Beneficiary as of
                           September 30 of the year after the year of the
                           Participant's death, the minimum amount that will be
                           distributed for each Distribution Calendar Year after
                           the year of the Participant's death is the quotient
                           obtained by dividing the Participant's Account
                           balance by the Participant's remaining life
                           expectancy calculated using the age of the
                           Participant in the year of death, reduced by one for
                           each subsequent year.

                           (b) Death Before Date Distributions Begin:

                                    (i) Participant Survived by Designated
                           Beneficiary: If the Participant dies before the date
                           distributions begin and there is a Designated
                           Beneficiary, the minimum amount that will be
                           distributed for each Distribution Calendar Year after
                           the year of the Participant's death is the quotient
                           obtained by dividing the Participant's Account
                           balance by the remaining life expectancy of the
                           Participant's Designated Beneficiary, determined as
                           provided in Section 20.4(a).

                                    (ii) No Designated Beneficiary: If the
                           Participant dies before the date distributions begin
                           and there is no Designated Beneficiary as of
                           September 30 of the year following the year of the
                           Participant's death,



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                           distribution of the Participant's entire interest
                           will be completed by December 31 of the calendar year
                           containing the fifth anniversary of the Participant's
                           death.

                                    (iii) Death of Surviving Spouse Before
                           Distributions to Surviving Spouse Are Required to
                           Begin: If the Participant dies before the date
                           distributions begin, the Participant's surviving
                           spouse is the Participant's sole Designated
                           Beneficiary, and the surviving spouse dies before
                           distributions are required to begin to the surviving
                           spouse under Section 20.2(b)(i), this Section 20.4(b)
                           will apply as if the surviving spouse were the
                           Participant.

                  20.5 Definitions: For purposes of this Article XX, the
following definitions shall apply:

                           (a) Designated Beneficiary: The individual who is
                  designated as the Beneficiary under Section 8.1 of the Plan
                  and is the Designated Beneficiary under Code Section 401(a)(9)
                  and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

                           (b) Distribution Calendar Year: A calendar year for
                  which a minimum distribution is required. For distributions
                  beginning before the Participant's death, the first
                  Distribution Calendar Year is the calendar year immediately
                  preceding the calendar year which contains the Participant's
                  Required Beginning Date. For distributions beginning after the
                  Participant's death, the first Distribution Calendar Year is
                  the calendar year in which distributions are required to begin
                  under Section 20.2(b). The required minimum distribution for
                  the Participant's first Distribution Calendar Year will be
                  made on or before the Participant's Required Beginning Date.
                  The required minimum distribution for other Distribution
                  Calendar Years, including the required minimum distribution
                  for the Distribution Calendar Year in which the Participant's
                  Required Beginning Date occurs, will be made on or before
                  December 31 of that Distribution Calendar Year.

                           (c) Life expectancy: Life expectancy as computed by
                  use of the Single Life Table in section 1.401(a)(9)-9 of the
                  Treasury regulations.

                           (d) Participant's Account balance: The Account
                  balance as of the last Valuation Date in the calendar year
                  immediately preceding the Distribution Calendar Year
                  ("Valuation Calendar Year") increased by the amount of any
                  contributions made and allocated or Forfeitures allocated to
                  the Account balance as of dates in the Valuation Calendar Year
                  after the Valuation Date and decreased by distributions made
                  in the Valuation Calendar Year after the Valuation Date. The
                  Account balance for the Valuation Calendar Year includes any
                  amounts rolled over or transferred to the Plan either in the
                  Valuation Calendar Year or in the Distribution Calendar Year
                  if distributed or transferred in the Valuation Calendar Year.



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                           (e) Required Beginning Date: The date specified in
                  Section 13.2 of the Plan.

         2. Section 5.2 of the Plan is hereby amended effective January 1, 2004
by adding a new subsection (d) to read as follows:

                  (d) Dividends and Earnings on Company Stock. Any cash
         dividends or other cash income accrued with respect to Company Stock
         allocated to a Participant's Individual Account (whether or not
         applicable to the Frozen Company Stock Fund) on the record date on
         which the cash dividend was declared or the date the other cash income
         was accrued, and any income attributable to the cash dividend or other
         income, shall be allocated to the Participant's Individual Account and
         shall be made available to the Participant for investment in the same
         manner as provided by Section 14.5.

         IN WITNESS WHEREOF, this Amendment has been executed this 22nd day of
December, 2003.


                                    TANDY BRANDS ACCESSORIES, INC.


                                    By:      /s/ Stan Ninemire
                                        ---------------------------------------
                                    Name:       Stan Ninemire
                                          -------------------------------------
                                    Title:   Administrative Committee Member
                                           ------------------------------------



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