GUARANTY



      This GUARANTY, made as of this 18th day of April 2005, by Phoenix Footwear

Group, Inc., a Delaware corporation ("GUARANTOR") in favor of Chambers Belt

Company, an Arizona corporation (the "SELLER").



      WHEREAS, Chambers Delaware Acquisition Company ("BUYER"), which is a

wholly-owned subsidiary of Guarantor, Seller, the stockholders of Seller

(collectively, the "STOCKHOLDERS") and Charles Stewart, as Seller's Agent, have

entered into an Asset Purchase Agreement dated as of April 18, 2005 (the "ASSET

PURCHASE AGREEMENT") which contemplates Buyer acquiring certain of Seller's

tangible and intangible assets as set forth in Section 2.01 of the Asset

Purchase Agreement; and



      WHEREAS, in consideration of and to induce Seller to enter into the Asset

Purchase Agreement, Guarantor is willing to execute and deliver this Guaranty to

guaranty on the terms and conditions herein the performance, when due, of

Buyer's obligations to Seller under the Asset Purchase Agreement;



      NOW, THEREFORE, in consideration of the above recitals, and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, and as an essential inducement to Seller to execute and deliver

the Asset Purchase Agreement and perform its obligations thereunder the,

Guarantor hereby agrees as follows:



      1. GUARANTY. Guarantor unconditionally, absolutely and irrevocably

guarantees, and promises to and for the benefit of Seller, the performance of

the obligations of Buyer under the Asset Purchase Agreement and the Ancillary

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