GUARANTY



      This GUARANTY, made as of October 1, 2003, by Dan J. Costa ("Guarantor"),

who resides at 1204 Country View, Modesto, California 55356 in favor of Phoenix

Footwear Group, Inc., a Delaware corporation (the "Buyer") and the Buyer

Indemnitees (as defined in the Stock Purchase Agreement referred to below)

(collectively with Buyer, the "Obligees"). Capitalized terms used herein and not

otherwise defined shall have the meaning given thereto in the Stock Purchase

Agreement referred to below.



      WHEREAS, Dan J. Costa and Denise L. Costa, as trustees of the Dan J. and

Denise L. Costa 1997 Family Trust and Douglas Vient, 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 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, and Sellers have

agreed to perform certain other obligations, including, but not limited to,

indemnifying the Obligees in certain circumstances;



      WHEREAS, Guarantor is the sole grantor of each Seller and is an officer

and director of Target and a significant beneficiary of one of the Sellers and

he will significantly benefit from the transactions contemplated by the Stock

Purchase Agreement; and



      WHEREAS, in consideration of and to induce Buyer to enter into the Stock

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

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

the Sellers' obligations to Obligees, including those arising under, out of,

related to or by reason of the Stock 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 Buyer to execute and deliver the

Stock Purchase Agreement and perform its obligations thereunder the, Guarantor

hereby agrees as follows:



      1. Guaranty.



            (a) Guarantor hereby absolutely and, subject only to Section 1(b) of

this Guaranty, unconditionally guarantees, and promises to and for the benefit

of Obligees, the full, prompt and complete performance by each Seller, as and

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC