EMPLOYMENT AND CONSULTING AGREEMENT



         This EMPLOYMENT AND CONSULTING AGREEMENT, made as of the 1st day of

August, 2003 between H.S. TRASK & CO., a Montana corporation, with its principal

place of business located at 685 Old Buffalo Trail, Bozeman, Montana 59715 (the

"COMPANY") and HARRISON S. TRASK, residing 101 Sourdough Ridge Road, Bozeman,

Montana 59715 (the "EXECUTIVE").



         A.       The Company currently employs the Executive as its President

and Chief Executive Officer and he is concurrently herewith resigning from such

positions, but has agreed to continue his relationship with the Company on the

terms and conditions herein.



         B.       This Agreement is being entered into pursuant to the Agreement

and Plan of Merger among Phoenix Footwear Group, Inc. ("PHOENIX FOOTWEAR"), a

Delaware corporation, the Company, and the predecessor entity to the Company,

dated as of June 16, 2003 (the "MERGER AGREEMENT") and in satisfaction of the

condition precedent in Section 6.2(k) thereon



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

herein contained, the parties agree as follows:



                                    ARTICLE 1

                      EMPLOYMENT AND CONSULTING ENGAGEMENT



         1.1      EMPLOYMENT. The Company hereby continues Executive's

employment with the Company and Executive hereby agrees to continue such

employment on the terms and conditions herein. During the Employment Term (as

defined in Section 3.1), Executive shall provide the Company's executive

officers with: (a) advice regarding the operations of the Company; (b)

introductions and assistance with relationships (including customers, third

party manufacturers, purchasing agents and suppliers) products and markets; (c)

assistance in implementing the transition following the Acquisition; 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. During the

Employment Term, Executive will devote his full business time and attention to

performing such duties, however, nothing in this Agreement will prevent

Executive from engaging in additional activities in connection with personal

investments and community affairs that are not inconsistent with Executive's

duties hereunder. Employee will be entitled to two weeks vacation during the

Employment Term.



         1.2      CONSULTANT. Following the expiration of the Employment Term as

provided in Section 4.1 below, the Company shall engage the Executive and the

Executive agrees to serve as a consultant to the Company on an independent

contractor basis, performing such duties as may be reasonably requested from

time to time by the Company's President and Chief Executive Officer. During the

Consulting Term (as defined in Section 3.2), Executive shall not be asked or

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