CONSULTING AGREEMENT



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

of the 31st day of October, 2003, by and between Royal Robbins, Inc., a

California corporation (the "Company"), and Dan J. Costa, who resides at 1204

Counterview, Modesto, California ("Consultant").



         A.       Douglas C. Vient, as trustee of the Dan J. and Denise L. Costa

1997 Family Trust and as trustee of the Kelsie L. Costa Trust and the Daniel S.

Costa Trust (each, a "Seller" and, collectively, the "Sellers"), Royal Robbins,

Inc., a California corporation (the "Target"), and Dan J. Costa as Sellers'

Agent, and Phoenix Footwear Group, Inc. (the "Buyer") have entered, or

contemporaneously with the execution of this Agreement are entering, into a

Stock Purchase Agreement (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"), under which the Sellers have

agreed to sell to Buyer and Buyer has agreed to purchase from Seller all of the

issued and outstanding shares of capital stock of Target.



         B.       Concurrently with the execution and delivery of the Stock

Purchase Agreement, the Consultant has executed and delivered to Buyer its

Guaranty (the "Guaranty") of the Sellers' obligations under the Stock Purchase

Agreement on the terms and conditions set forth therein.



         C.       Immediately following the closing of the transactions

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

subsidiary of Buyer.



         D.       Prior to closing of the transactions contemplated by the Stock

Purchase Agreement, Consultant was employed by the Company.



         E.       The Company recognizes that the knowledge of Consultant will

be beneficial in maintaining and improving the performance of the Company

following the closing of the transactions contemplated by the Stock Purchase

Agreement and that 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 under the Stock Purchase Agreement 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 under the Stock

Purchase Agreement 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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC