ASSET PURCHASE AGREEMENT

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 as a “ 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 United States, 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 from Wrangler Apparel Inc.; and

WHEREAS , Tandy desires to purchase and acquire from Chambers and Chambers desires to sell and transfer to 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 common control 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 or 10% 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 its Subsidiaries 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 control with”), 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 by contract or otherwise.

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

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

“ Chambers Products ” 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 to customers 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 by Chambers.

“ 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 of Chambers 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 accordance with GAAP for the applicable portion of the Earn-Out Measurement Period.

“ Ordinary Course of Business ” means the ordinary course 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 such corporation 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 general partner 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 (including taxes 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, value added, 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, whether disputed 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 ” means the Wrangler Licenses and the Wrangler Products.

“ Wrangler Licenses ” means the Wrangler Mass License, the Wrangler Western 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, 2008 providing 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:

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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 this Agreement, 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 the Closing 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 and services, 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 Assigned Orders 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 Acquired Equipment ”), (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, all as 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 (including all 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 Schedule 2.1(a)(iv)(B) (the “ Chambers Trademark ”);

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

(D) the trade secrets and confidential business information (including ideas, research and development, 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 materials associated with the Business (other than that in which the Wrangler Marks appear); and

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

(v) Books and Records . All catalogues, slogans, quotations, sales and advertising materials (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 and former 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 to continue 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 by Chambers, 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 the Retained Liabilities (as defined herein at Section 2.2(b));

(vi) Other Assets . All other assets, properties, interests and rights 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 in Section 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 the liabilities 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 such third 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 in favor 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, in good faith, any such claim of liability asserted by any Person. The Assumed Liabilities are limited to:

(i) The obligations of Chambers arising 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 the Closing 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 merchantability and 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 or unknown, 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 “ Retained Liabilities ”). 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 Chambers or 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) any indebtedness, (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 or obligations 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 AND CLOSING

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, Tandy shall 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 the following (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 Fargo shall 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 is made to Wells Fargo until such written notice is delivered to Tandy.

(b) Payment of Purchase Price . At Closing, as payment against 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 Initial Payment ”), 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 for the 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 of Chambers’ 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 in Chambers’ 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 Inventory Styles ”) 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 all such 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 order received from a customer or it is otherwise approved in writing by Tandy.

(ii) At least 30 days prior to Closing, Tandy shall be entitled to 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 the Acquired 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 for inventories 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 Chambers which 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 completion of 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 the Parties 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 reflected in 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 the 30 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) with respect 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 in accordance 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 Certificate within 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 .” In the 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 of the 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-Out Amount ”) 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 Measurement Period ”), 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 the Ordinary 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 three personnel 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 Chambers Products 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 its obligations 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 15 ^th day of the month (each such payment being an “ Earn-Out Monthly Payment ”) with the first eleven (11)) such Earn-Out Monthly Payments in an 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 a certificate 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 continue on the 15 ^th day of each of the next 10 calendar months thereafter. On July 15, 2010 a final Earn-Out Monthly Payment shall be payable in an amount 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 for Chambers’ 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 less than 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 to the amount by which Tandy had overpaid the Earn-Out Payments.

(iv) Tandy shall at all times maintain complete, true and correct books of account 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 all information 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 the Earn-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-Out Measurement 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 to be 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 setting forth 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 Parties hereto 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 and the 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 an agreement on the Earn-Out Amount, all such disagreements shall be resolved in accordance with Section 3.1(e).

(v) If any Earn-Out Monthly 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-Out Default ”), 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 theretofore paid 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 amount shall 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 the Earn-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 the event 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 Monthly Payments 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 the Parties 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 all issues 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 and shall 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 Monthly Payments 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 be paid one-half by Tandy and one-half by Chambers.

(f) Default Rate . To the extent any amount is not paid by Tandy to Chambers when 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, Tandy shall 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 set forth 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 day deposit 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, in either 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 commercially reasonable efforts to satisfy all of the conditions under their control in Article VII on or before July 1, 2009.

(b) Closing Deliveries .

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

(A) an Assignment and Assumption of Orders Agreement in the 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 Inventory shall 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 “ Manufacturin