exhibit 10. 30 m & t bank m & t place 255 east avenue rochester, new york 14604 march 29, 2006 mr. ken wolf, cfo phoenix footwear group, inc. 5759 fleet street, suite 220 carlsbad, california 92008 re : covenant waiver — amendment # 5 dear ken : this letter will serve to amend the covenant levels for the average funded debt to ebitda covenant under § 11. 1 of the amended and restated credit agreement dated august 3, 2005, the current ratio covenant under § 11. 2 of the amended and restated credit agreement dated august 3, 2005 and the cash flow coverage ratio under § 11. 3 of the amended and restated credit agreement dated august 3, 2005 per the following : average borrowed funds to ebitda cash flow coverage ratio current ratio quarter amended amended amended ending old ratio ratio old ratio ratio old ratio ratio 3 / 31 / 06 < 3. 25 : 1 < 4. 75 : 1 > 2. 00 : 1 > 1. 75 : 1 > 1. 30 : 1 > 1. 25 : 1 6 / 30 / 06 < 3. 00 : 1 < 4. 00 : 1 > 2. 00 : 1 > 1. 75 : 1 > 1. 30 : 1 > 1. 30 : 1 9 / 30 / 06 < 3. 00 : 1 < 3. 70 : 1 > 2. 00 : 1 > 1. 75 : 1 > 1. 30 : 1 > 1. 30 : 1 12 / 31 / 06 and thereafter < 2. 75 : 1 < 3. 40 : 1 > 2. 25 : 1 > 2. 00 : 1 > 1. 30 : 1 > 1. 30 : 1 in addition, m & t bank agrees to amend article 9. 1a for the fiscal year ended 12 / 31 / 05 only and extend the time required to submit the audited financial statements from 90 days to 120 days after the close of the fiscal year. as a condition of this amendment and waiver, you must pay an amendment and waiver fee of $ 40, 000 to the bank. all other definitions, terms and conditions of the amended and restated credit agreement dated august 3, 2005 between phoenix footwear group, inc. and manufacturers and traders trust company remain in full force and effect. sincerely yours, / s / john c. morsch john c. morsch administrative vice president accepted date : 3 / 31 / 06 phoenix footwear