PHOENIX FOOTWEAR GROUP INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>a11722exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                         REGISTRATION RIGHTS AGREEMENT

      This REGISTRATION RIGHTS AGREEMENT ("AGREEMENT"), dated as of June 28,
2005, is by and between PHOENIX FOOTWEAR GROUP, INC., a Delaware corporation
("PHOENIX FOOTWEAR"), and CHAMBERS BELT COMPANY, an Arizona corporation (the
"SELLER").

                             W I T N E S S E T H :

      A. Phoenix Footwear (i) has issued, as of the date hereof, to the Seller
Three Hundred Seventy Four Thousand Four Hundred Sixty Two (374,462) shares of
common stock, par value $.01 per share ("CLOSING SHARES"), of Phoenix Footwear
pursuant to the Asset Purchase Agreement dated April 18, 2005 by and among
Phoenix Footwear's wholly-owned subsidiary, Chambers Delaware Acquisition
Company ("CHAMBERS ACQUISITION"), Seller and the stockholders of Seller (the
"ASSET PURCHASE AGREEMENT"), and (ii) may issue, after the date hereof, to
Seller additional shares of common stock, par value $.01 per share, pursuant to
Section 2.05 of the Asset Purchase Agreement ("CONTINGENT SHARES")
(collectively, the Closing Shares and the Contingent Shares are hereinafter
referred to as the "REGISTRABLE SHARES").

      B. The Closing Shares have not been, and the Contingent Shares will not
be, registered under the Securities Act of 1933, as amended (the "1933 ACT"), or
any state securities laws and, as an inducement to Seller to enter into the
Asset Purchase Agreement and to consummate the transactions contemplated
thereunder (the "ACQUISITION"), Phoenix Footwear has agreed to grant to Seller
certain registration rights with respect to the Registrable Shares as set forth
herein.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

      1.    DEMAND REGISTRATION ON FORM S-3.

            (a) Subject to the terms and conditions hereof, at any time after
the date hereof and prior to the third (3rd) anniversary hereof, Phoenix
Footwear, upon receipt of a written request from the Seller or any other holder
of Registrable Shares who has been assigned rights hereunder by Seller as
permitted herein (each such person, a "HOLDER") (a "S-3 DEMAND"), shall use
commercially reasonable efforts to register the resale of all or any portion of
the Registrable Shares with the Securities and Exchange Commission (the "SEC")
pursuant to a registration statement under the 1933 Act, on Form S-3 (provided
Phoenix Footwear is eligible to use Form S-3) (a "DEMAND REGISTRATION
STATEMENT"). Phoenix Footwear shall use commercially reasonable efforts to cause
such Demand Registration Statement to be declared effective as soon after it is
filed as is reasonably practicable and to keep such registration statement
effective until the sooner of all such Registrable Shares having been
distributed, or until one hundred twenty (120) days have elapsed since the
Demand Registration Statement became effective (subject to the extension of this
period each day for any day during which the

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Seller is prohibited from selling Registrable Shares thereunder pursuant to the
terms hereof). The S-3 Demand shall specify the number of shares of Registrable
Shares to be registered and will also specify the intended methods of
disposition thereof.

            (b) Notwithstanding any other provision of this Agreement to the
contrary, Phoenix Footwear may delay the filing of a Demand Registration
Statement for up to one hundred twenty (120) days if, at the time of a request
for registration under Section 1(a), (i) Phoenix Footwear is a party to a
transaction involving the purchase, sale, conversion or issuance of securities
of Phoenix Footwear or any other similar transaction (other than a transaction
which is specifically not prohibited in Regulation M promulgated by the SEC),
(ii) in the good faith judgment of Phoenix Footwear's Chief Executive Officer,
there is material undisclosed information concerning Phoenix Footwear or any
subsidiary of Phoenix Footwear which has not been disclosed to the general
public for business reasons, or (iii) financial statements required to be
included or incorporated in the Demand Registration Statement have not been
prepared or are otherwise not available. In addition, Phoenix Footwear shall not
be obligated to honor any S-3 Demand under Section 1(a) at any time starting
with the date thirty (30) days prior to Phoenix Footwear's good faith estimate
of the date of filing of, and ending on the date one hundred twenty (120) days
following the effective date of, a registration statement in connection with a
bona fide public offering or in which the Holders were given piggy-back
registration rights pursuant to Section 2 below. Phoenix Footwear shall promptly
notify each Holder of any delay in such filing, the reasons for such delay and
proposed length of such delay. If Phoenix Footwear shall postpone the filing of
any registration statement, the Holders shall have the right to withdraw their
request for such registration by giving notice to Phoenix Footwear within
fifteen (15) days of the notice of postponement; provided, however, that in the
event that the Holders withdraw their request in the foregoing manner, such
request shall not be counted for purposes of determining the number of
registrations to which the Holders are entitled pursuant to this Section 1.

            (c) Notwithstanding any other provision in this Agreement to the
contrary, Phoenix Footwear shall not, pursuant to Section 1(a), be obligated to
(i) effect more than one (1) demand registration per twelve (12) month period,
or (ii) effect any demand registration unless the Registrable Shares to be
included therein shall have a market value of at least $500,000. For purposes of
this Agreement "market value" means the average closing sale price per share of
Phoenix Footwear's common stock during the ten (10) trading days immediately
prior to the demand and filing of the Demand Registration Statement multiplied
by the number of Registrable Shares subject to the S-3 Demand.

      2. "PIGGY-BACK" REGISTRATION. Except as otherwise provided below, at any
time after the date hereof and continuing thereafter until the third (3rd)
anniversary hereof, if Phoenix Footwear proposes to register any of its common
stock under the 1933 Act in connection with the public offering of such
securities for its own account or for the account of its security holders (a
"PIGGY-BACK REGISTRATION STATEMENT"), except for a registration relating solely
to the sale of securities to participants in Phoenix Footwear's stock plans or
employee benefit plans or a registration relating solely to a transaction for
which Forms S-4 or S-8 (or any successor form thereto) of the Securities
Exchange Commission (the "SEC") may be used, then:

            (a) Phoenix Footwear shall give written notice of such determination
to each Holder and each Holder shall have the right to request, by written
notice given to Phoenix Footwear within fifteen (15) days of the date that such
written notice was mailed by Phoenix


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Footwear to the Holder, that a specific number of Registrable Shares held by it
be included in the Piggy-Back Registration Statement and related underwritten
offering, if any.

            (b) If the Piggy-Back Registration Statement relates to an
underwritten offering, the notice given to each Holder shall specify the name or
names of the managing underwriter or underwriters for such offering. In
addition, such notice shall also specify the number of securities to be
registered for the account of Phoenix Footwear and for the account of its
security holders, if any.

            (c) If the Piggy-Back Registration Statement relates to an
underwritten offering, each Holder, as a condition to including any of its or
his Registrable Shares in the registration, must agree (i) to sell such
Registrable Shares on the same basis as provided in the underwriting arrangement
approved by Phoenix Footwear, and (ii) to timely complete and execute all
questionnaires, powers of attorney, indemnities, hold-back agreements,
underwriting agreements and other documents required under the terms of such
underwriting arrangements or by the SEC or by any state securities regulatory
body.

            (d) If Phoenix Footwear or the managing underwriter or underwriters
for the underwritten offering under the Piggy-Back Registration Statement
determines that inclusion of all or any portion of the Registrable Shares in
such offering would materially adversely affect the ability of the underwriters
for such offering to sell all of the securities requested to be included for
sale in such offering at the best price obtainable therefor, the aggregate
number of Registrable Shares that may be sold by each Holder shall be limited to
such number of Registrable Shares, if any, that Phoenix Footwear or the managing
underwriter or underwriters determine may be included therein without such
adverse effect. If the number of securities proposed to be sold in such
underwritten offering exceeds the number of securities that may be sold in such
offering, there shall be included in the offering, first, up to the maximum
number of securities to be sold by Phoenix Footwear for its own account, and
second, as to the balance, if any, Registrable Shares requested to be included
therein by the Holders on a pro rata basis as between the Holders and all other
holders of common stock of Phoenix Footwear exercising registration rights of
any kind based upon the number of shares of common stock proposed to be
registered by each, or in such other proportions as the managing underwriter or
underwriters for the offering may require.

            (e) Each Holder shall have the right to withdraw its or his
Registrable Shares from the Piggy-Back Registration Statement, but if the same
relates to an underwritten offering, he may only do so during the time period
and on the terms agreed upon among the underwriters for such underwritten
offering and the Holder.

            (f) Phoenix Footwear may withdraw a Piggy-Back Registration
Statement filed pursuant to Section 2(a) after filing and after such notice, but
prior to the effectiveness thereof, provided that Phoenix Footwear shall
promptly notify each Holder in writing of any such action and provided further
that Phoenix Footwear shall bear all expenses in connection with such withdrawn
Piggy-Back Registration Statement.

      3.    TERMINATION OF REGISTRATION OBLIGATIONS. Notwithstanding anything
herein to the contrary, all of the registration rights granted each Holder in
this Agreement shall terminate when the Seller no longer has any opportunity to
receive any Contingent Shares under the Asset Purchase Agreement and all of the
Registrable Shares outstanding may be sold pursuant to Rule 144(k) promulgated
under the 1933 Act ("RULE 144(k)").


<PAGE>

      4. OBLIGATIONS OF PHOENIX FOOTWEAR. Whenever required to effect the
registration of any Registrable Shares pursuant to this Agreement, Phoenix
Footwear shall, as expeditiously as reasonably possible:

            (a) Furnish to each Holder such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
1933 Act, and such other documents as he or it may reasonably request in order
to facilitate the disposition of Registrable Shares owned by him or it;

            (b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
1933 Act with respect to the disposition of all securities covered by such
registration statement, or one hundred twenty (120) days have elapsed since such
registration statement became effective (subject to the extension of this period
as provided below);

            (c) Use commercially reasonable efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the
Holders of a majority of the Registrable Shares included in the registration
statement, provided that Phoenix Footwear shall not be required in connection
therewith or as a condition thereto to qualify as a broker-dealer in any states
or jurisdictions or to do business or to file a general consent to service of
process in any such states or jurisdictions;

            (d) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement with the managing
underwriter of such offering, in usual and customary form reasonably
satisfactory to Phoenix Footwear, provided each Holder including its or his
Registrable Shares shall also enter into and perform its or his obligations
under such an agreement;

            (e) Notify each Holder of Registrable Shares covered by such
registration statement, at any time when a prospectus relating thereto and
covered by such registration statement is required to be delivered under the
1933 Act, of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing; and

            (f) Notwithstanding anything herein to the contrary, in the event of
a notification provided for in Section 4(e) above, Phoenix Footwear shall use
commercially reasonable efforts to prepare and file with the SEC (and to provide
copies thereof to each Holder who has included its or his Registrable Shares in
the registration statement) as soon as reasonably possible an amended prospectus
complying with the 1933 Act, and the period during which the prospectus referred
to in the notice provided for in Section 4(e) above cannot be used and the time
period prior to the use of the amended prospectus referred to in this Section
4(f) shall not be counted in the one hundred twenty (120) day period referred to
in Sections 1(a) and 4(b) above.


<PAGE>

      5.    FURNISH INFORMATION.

            (a) It shall be a condition precedent to the obligation of Phoenix
Footwear hereunder with respect to each Holder, that the Holder shall furnish to
Phoenix Footwear any and all information reasonably requested by Phoenix
Footwear, its officers, directors, employees, counsel, agents or
representatives, the underwriter or underwriters, if any, and the SEC or any
other governmental authority, including, but not limited to: (i) such
information regarding the Holder, the Registrable Shares held by it or him, and
the intended method of disposition of such securities, as shall be required to
effect the registration of their Registrable Shares; and (ii) the identity of
and compensation to be paid to any proposed underwriter or broker-dealer to be
employed in connection therewith.

            (b) In connection with the preparation and filing of each
registration statement registering Registrable Shares under the 1933 Act,
Phoenix Footwear shall give the Holder and its or his counsel and accountants,
at the Holder's sole cost and expense (except as otherwise set forth herein),
such access to copies of Phoenix Footwear's records and documents and such
opportunities to discuss the business of Phoenix Footwear with its officers and
the independent public accountants who have certified its financial statements
as shall be reasonably necessary to conduct a reasonable investigation within
the meaning of the 1933 Act.

      6. EXPENSES OF REGISTRATION. All registration, filing and qualification
fees, printer's expenses, accounting and legal fees and expenses of Phoenix
Footwear incurred in connection with the registration of the Registrable Shares
pursuant to this Agreement shall be borne by Phoenix Footwear. The Holders
participating in any underwritten offering shall be responsible for all
underwriting discounts, commissions and stock transfer taxes applicable to the
Registrable Shares sold by such Holder and any fees, costs or expenses incurred
by such Holder in connection with any registration.

      7. INDEMNIFICATION REGARDING REGISTRATION RIGHTS. If any Registrable
Shares are included in a registration statement pursuant to this Agreement:

            (a) To the extent permitted by law, Phoenix Footwear will indemnify
and hold harmless each Holder whose Registrable Shares are included in the
registration statement and each person, if any, who controls the underwriter
within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as
amended (the "1934 ACT"), against any losses, claims, damages, liabilities
(joint or several) or any legal or other costs and expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
damage, liability or action to which they may become subject under the 1933 Act,
the 1934 Act or state law, insofar as such losses, claims, damages, costs,
expenses or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations (each a
"VIOLATION"): (i) any untrue statement or alleged untrue statement of a material
fact with respect to Phoenix Footwear or its securities contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements therein; (ii) the omission or
alleged omission to state therein a material fact with respect to Phoenix
Footwear or its securities required to be stated therein or necessary to make
the statements therein not misleading; or (iii) any violation or alleged
violation by Phoenix Footwear of the 1933 Act, the 1934 Act, any state
securities law or any rule or regulation promulgated under the 1933 Act, the
1934 Act or any state securities law. Notwithstanding the foregoing, the
indemnity agreement contained in this Section 7(a) shall not apply and Phoenix
Footwear shall


<PAGE>

not be liable (w) in any such case for any such loss, claim, damage, costs,
expenses, liability or action to the extent that it arises out of or is based
upon a Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
the Holder, underwriter or any of its controlling persons, (x) for amounts paid
in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the prior written consent of Phoenix Footwear,
which consent shall not be unreasonably withheld, (y) any representations or
warranties made by the Holder in the Asset Purchase Agreement or any
certificate, instrument or document executed and delivered by or on behalf of
the Seller pursuant thereto or by the Holder as an employee or officer of
Chambers Acquisition or Phoenix Footwear, or (z) if the statement or omission
was corrected in a subsequent preliminary or final prospectus or amendment or
supplement thereto, and the Holder failed to deliver such document to the
purchaser of its securities.

            (b) To the extent permitted by law, each Holder shall indemnify and
hold harmless Phoenix Footwear, each of its directors and officers who have
signed the registration statement, each Person, if any, who controls Phoenix
Footwear within the meaning of the 1933 Act, the 1934 Act, any state securities
law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or
any state securities law, each of Phoenix Footwear's employees, agents, counsel
and representatives, any underwriter and any other person selling securities in
any registration statement in which the resale of Registrable Shares have been
included, or any of its directors or officers, or any person who controls such
securities holder, against any losses, claims, damages, costs, expenses,
liabilities (joint or several) to which Phoenix Footwear or any such director,
officer, controlling person, employee, agent, representative, underwriter, or
such holder, or director, officer or controlling person thereof, may become
subject, under the 1933 Act, the 1934 Act or other federal or state law, only
insofar as such losses, claims, damages, costs, expenses or liabilities or
actions in respect thereto arise out of or are based upon any Violation, in each
case to the extent and only to the extent that such Violation occurs in reliance
upon and in conformity with written information furnished by each Holder
expressly for use in connection with such registration. Each Holder will
indemnify any legal or other expenses reasonably incurred by Phoenix Footwear or
any such director, officer, employee, agent, representative, controlling person,
underwriter or other securities holder, or officer, director or of any
controlling person thereof, in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 7(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, costs, expenses, liability
or action if such settlement is effected without the prior written consent of
the Holder, which consent shall not be unreasonably withheld.

            (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the reasonable fees and expenses
of such counsel to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential conflict of interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the


<PAGE>

indemnifying party within a reasonable time of the commencement of any such
action shall not relieve the indemnifying party of its obligations under this
Section 7, except to the extent that the failure results in a failure of actual
notice to the indemnifying party and such indemnifying party is prejudiced in
its ability to defend such action solely as a result of the failure to give such
notice.

            (d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under this Section 7 in respect of any
losses, claims, damages, costs, expenses, liabilities or actions referred to
herein, then each indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, costs, expenses, liabilities or
actions in such proportion as is appropriate to reflect the relative fault of
Phoenix Footwear, on the one hand and of the indemnifying Holder, on the other,
in connection with the Violation that resulted in such losses, claims, damages,
costs, expenses, liabilities or actions. The relative fault of Phoenix footwear,
on the one hand, and of the indemnifying Holder, on the other, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of the material fact or the omission to state a material fact
relates to information supplied by Phoenix Footwear or by the indemnifying
Holder, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

            (e) Phoenix Footwear, on the one hand, and the Holder, on the other,
agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by a pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph. The amount paid or payable by an
indemnified party as a result of losses, claims, damages, costs, expenses,
liabilities and actions referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any reasonable
legal or other expenses incurred by such indemnified party in connection with
defending any such action or claim. Notwithstanding the provisions of this
Section 7, neither Phoenix Footwear nor the Holder shall be required to
contribute any amount in excess of the amount by which the total price at which
the securities were offered to the public exceeds the amount of any damages
which Phoenix Footwear or the Holder has otherwise been required to pay by
reason of such Violation. No person guilty of fraudulent misrepresentations
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who is not guilty of such fraudulent
misrepresentation.

      8. REPORTS UNDER THE 1934 ACT. So long as Phoenix Footwear has a class of
securities registered pursuant to Section 12 of the 1934 Act, with a view to
making available to each Holder the benefits of Rule 144 and any other rule or
regulation of the SEC that may at any time permit the Holder to sell securities
of Phoenix Footwear to the public without registration or pursuant to a
registration on Form S-3, if applicable, Phoenix Footwear agrees to use its
reasonable efforts to:

            (a) Make and keep public information available, as those terms are
understood and defined in Rule 144, at all times; and

            (b) File with the SEC in a timely manner all reports and other
documents required of Phoenix Footwear under the 1933 Act and the 1934 Act.


<PAGE>

      9.    OTHER MATTERS.

            (a) Each Holder hereby agrees with respect to each offering of the
Registrable Shares, whether the Holder is offering such Registrable Shares in an
underwritten or non-underwritten offering, the Holder will comply with
Regulation M promulgated by the SEC or such other or additional
anti-manipulation rules then in effect until such offering has been completed,
and in respect of any non-underwritten offering, in writing will inform Phoenix
Footwear, any other securities holder who are selling shareholders, and any
national securities exchange upon which the securities of Phoenix Footwear are
listed, that the Registrable Shares have been sold and will, upon Phoenix
Footwear's request, furnish the distribution list of the Registrable Shares. In
addition, upon the request of Phoenix Footwear, each Holder will supply Phoenix
Footwear with such documents and information as Phoenix Footwear may reasonably
request with respect to the subject matter set forth and described in this
Section 9.

            (b) Each Holder hereby agrees that upon receipt of any notice from
Phoenix Footwear of the happening of any event which makes any statement made in
the registration statement, the prospectus or any document incorporated therein
by reference, untrue in any material respect or which requires the making of any
changes in the registration statement, the prospectus or any document
incorporated therein by reference, in order to make the statements therein not
misleading in any material respect, the Holder will forthwith discontinue
disposition of Registrable Shares under the prospectus related to the applicable
registration statement until the Holder's receipt of the copies of the
supplemented or amended prospectus, or until it is advised in writing by Phoenix
Footwear that the use of the prospectus may be resumed, and has received copies
of any additional or supplemental filings which are incorporated by reference in
the prospectus.

            (c) Each Holder agrees, upon the request of the underwriter(s) in
any underwritten offering conducted by Phoenix Footwear, not to effect any
public sale or distribution of securities of Phoenix Footwear of the same class
as the securities or any security convertible into or exchangeable or
exercisable for such security, included in such Registration Statement,
including a sale pursuant to Rule 144 under the Securities Act (except as part
of such registration), during the thirty (30) day period prior to, and during
the one hundred eight (180) day period beginning on, the closing date of any
such underwritten offering made pursuant to such registration statement, to the
extent timely notified in writing by Phoenix Footwear or such underwriter(s).

      10.   AMENDMENTS. The provisions of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with written consent of Phoenix
Footwear and Holders who hold a majority in interest of the Registrable Shares
or, in the case of a waiver, with the written consent of the party charged with
the enforcement of any such provision; provided, however, that no amendment
hereto which restricts the ability of a Holder to elect not to participate in an
underwritten offering shall be effective against any Holder which does not
consent in writing to such amendment. Any amendment or waiver effected in
accordance with this Section 10 shall be binding upon each Holder and Phoenix
Footwear.

      11. GOVERNING LAW. This Agreement will be governed by and interpreted
according to the substantive laws of the State of Delaware without regard to
such state's conflicts laws. Each of the parties submits to the jurisdiction of
any state or federal court sitting in the State of Delaware, in any action or
proceeding arising out of or relating to this Agreement and agrees that


<PAGE>

all claims in respect of the action or proceeding may be heard and determined in
any such court. Each party also agrees not to bring any action or proceeding
arising out of relating to this Agreement in any other court. Each of the
parties waives any defense of inconvenient forum to the maintenance of any
action or proceeding so brought and waives any bond, surety, or other security
that might be required of any other party with respect thereto.

      12. INVALID PROVISIONS. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws during the term
of this Agreement, such provision shall be fully severable; this Agreement shall
be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part of this Agreement and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be affected
by the illegal, invalid or unenforceable provision or by its severance from this
Agreement.

      13. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the Seller and its permitted successors and assigns and on Phoenix
Footwear and its successors and assigns. The Seller may not assign its rights
hereunder; provided, however, the Seller may assign its rights hereunder to
anyone who is a stockholder of Seller and a party to the Asset Purchase
Agreement if: (a) the Seller first agrees in writing to assign such rights, and
a copy of such agreement is furnished to Phoenix Footwear after such assignment,
(b) Phoenix Footwear is furnished with written notice of (i) the name and
address of such stockholder transferee or assignee, (ii) the Registrable Shares
with respect to which such registration rights are being transferred or
assigned, (c) following such transfer or assignment, the further disposition of
such Registrable Shares by the stockholder transferee or assignee is restricted
under the 1933 Act and applicable state securities laws, and (d) the stockholder
transferee or assignee agrees in writing for the benefit of Phoenix Footwear to
be bound by all of the provisions contained herein.


<PAGE>

      14. NOTICES. All notices and other communications required or permitted
under this Agreement shall be in writing and shall be either hand delivered in
person, sent by facsimile, sent by certified or registered first-class mail,
postage pre-paid, or sent by nationally recognized express courier service. Such
notices and other communications shall be effective upon receipt if hand
delivered or sent by facsimile, five (5) days after mailing if sent by mail, and
one day after dispatch if sent by express courier, to the following addresses,
or such other addresses as any party may notify the other parties in accordance
with this Section 6(a):

          If to Phoenix Footwear:    Phoenix Footwear Group, Inc.
                                     5759 Fleet Street, Suite 220
                                     Carlsbad, California  92008
                                     Attention:  Richard E. White, CEO
                                     Facsimile No. (760) 602-9684

          With a copy to:            Woods Oviatt Gilman LLP
                                     700 Crossroads Building
                                     2 State Street
                                     Rochester, New York  14614
                                     Attention:  Gordon E. Forth, Esq.
                                     Facsimile No. (585) 987-2901

          If to the Seller:          Chambers Belt Company
                                     3230 East Broadway
                                     Suite A-200
                                     Phoenix, Arizona 85040
                                     Attention: Charles Stewart, President

          With a copy to:            Osborn Maledon, P.A.
                                     The Phoenix Plaza
                                     2929 North Central Avenue
                                     Twenty-First Floor
                                     Phoenix, AZ 85012-2794
                                     Attention: Thomas H. Curzon, Esq.

      15. COUNTERPARTS. This Agreement may be executed in counterparts which
when taken together will constitute one instrument. Any copy of this Agreement
with the original signatures of all parties appended will constitute an
original.

      16. CAPTIONS. The captions contained in this Agreement are for convenience
of reference only, shall not be deemed to be a part of this Agreement and shall
not be referred to in connection with the construction or interpretation of this
Agreement.


<PAGE>

      17. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the subject matter hereof
and supersedes all prior and contemporaneous agreements or understandings,
inducements or conditions, express or implied, written or oral, between the
parties with respect to the subject matter hereof. The express terms hereof
control and supersede any course of performance or usage of trade inconsistent
with any of the terms hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

               [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

      IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed and delivered as of the date and year first above written.

                                            PHOENIX FOOTWEAR GROUP, INC.

                                            By: /s/ James Riedman
                                                -----------------------------
                                            Name: James Riedman
                                            Title: Chairman

                                            CHAMBERS BELT COMPANY

                                            By: /s/ Charles Stewart
                                                ------------------------------
                                            Name: Charles Stewart
                                            Title: President


</TEXT>
</DOCUMENT>
