increasing sales within the mens product offering (currently womens products account for approximately 60% of the brands offerings)

EXHIBIT 10.30

M&T BANK
M&T Place
255 East Avenue
Rochester, New York 14604

March 29, 2006

Mr. Ken Wolf, CFO
Phoenix Footwear Group, Inc.
5759 fleet Street, Suite 220
Carlsbad, California 92008

Re: Covenant Waiver — Amendment #5

Dear Ken:

This letter will serve to amend the Covenant Levels for the Average Funded Debt to EBITDA covenant under §11.1 of the Amended and Restated Credit Agreement dated August 3, 2005, the Current Ratio covenant under §11.2 of the Amended and Restated Credit Agreement dated August 3, 2005 and the Cash Flow Coverage Ratio under §11.3 of the Amended and Restated Credit Agreement dated August 3, 2005 per the following:

Average Borrowed

Funds to EBITDA

Cash Flow Coverage Ratio

Current Ratio

Quarter

Amended

Amended

Amended

Ending

Old Ratio

Ratio

Old Ratio

Ratio

Old Ratio

Ratio

3/31/06

<3.25:1

<4.75:1

>2.00:1

>1.75:1

>1.30:1

>1.25:1

6/30/06

<3.00:1

<4.00:1

>2.00:1

>1.75:1

>1.30:1

>1.30:1

9/30/06

<3.00:1

<3.70:1

>2.00:1

>1.75:1

>1.30:1

>1.30:1

12/31/06 and thereafter

<2.75:1

<3.40:1

>2.25:1

>2.00:1

>1.30:1

>1.30:1

In addition, M&T Bank agrees to amend Article 9.1a for the fiscal year ended 12/31/05 only and extend the time required to submit the audited financial statements from 90 days to 120 days after the close of the Fiscal Year.

As a condition of this amendment and waiver, you must pay an amendment and waiver fee of $40,000 to the Bank.

All other definitions, terms and conditions of the Amended and Restated Credit Agreement dated August 3, 2005 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company remain in full force and effect.

Sincerely yours,

/s/ John C. Morsch

John C. Morsch
Administrative Vice President

Accepted
Date: 3/31/06

Phoenix Footwear Group, Inc.
By: /s/ Kenneth Wolf
Title: CFO