CONSULTING AGREEMENT



      This CONSULTING AGREEMENT (the "AGREEMENT") is made and entered into as of

this 19th day of July, 2004, by and between ALTAMA DELTA CORPORATION, a Georgia

corporation (the "COMPANY"), and W. WHITLOW WYATT, who resides at 2879

Rivermeade Drive, Atlanta, Georgia 30327 ("CONSULTANT").



                                R E C I T A L S :



      A. Consultant, as seller, and Phoenix Footwear Group, Inc., as buyer (the

"BUYER") have entered into a Stock Purchase Agreement dated June 15, 2004 (such

agreement, together with any and all agreements and instruments to be executed

and delivered pursuant thereto and all schedules and exhibits thereto, all as

the same may be amended, supplemented or modified from time to time, the "STOCK

PURCHASE AGREEMENT") pursuant to which the Seller has agreed to sell to Buyer

and Buyer has agreed to purchase from Seller all of the issued and outstanding

shares of capital stock of the Company.



      B. Immediately following the closing of the transactions (the "CLOSING")

contemplated by the Stock Purchase Agreement, the Company will be a wholly-owned

subsidiary of Buyer.



      C. The Consultant has served as the Chief Executive Officer and President

of the Company. The knowledge of Consultant will be beneficial in maintaining

and improving the performance of the Company following the Closing and the

Consultant has business expertise that will be beneficial to the Company.

Accordingly, it is a condition precedent to Buyer fulfilling its obligations at

the Closing that Company and Consultant enter into this Agreement, pursuant to

which the Company shall retain Consultant to provide consulting services to the

Company. It is also a condition precedent to Buyer fulfilling its obligations at

the Closing that Company and Consultant enter into a Non-Competition and

Confidentiality Agreement in the form annexed to the Stock Purchase Agreement as

an exhibit (the "NON-COMPETITION AGREEMENT").



      NOW, THEREFORE, for and in consideration of the mutual covenants and

agreements contained herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

hereby agree as follows:



      1. CONSULTING. During the term of this Agreement, Consultant will, upon

the request of the Company's executive officers, provide consulting services

consisting of (a) advice regarding the operations of the Company; (b)

introductions and assistance with the Company's relationships (including

relationships with employees, customers, third party manufacturers, purchasing

agents, vendors and suppliers), products, markets, pricing and submitting bids;

(c) assistance in implementing the transition following the Closing; and (d)

such other duties consistent with the foregoing as the Company's President and

Chief Executive Officer may reasonably request from time to time.

Notwithstanding the foregoing sentence, the Company agrees that Consultant shall

not be required to devote more than thirty-five (35) hours per month to the

provision of such services and that Consultant shall provide such services at

times and

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