exhibit 10. 35 agreement this agreement is made as of this 8th day of january 2006 by and among w. whitlow wyatt ( “ wyatt ” ), phoenix footwear group, inc. ( “ phoenix ” ) and altama delta corporation ( “ altama ” ). whereas, wyatt, phoenix and altama are parties to a stock purchase agreement dated june 15, 2004 ( the “ stock purchase agreement ” ) pursuant to which on at a closing on july 19, 2004 wyatt sold to phoenix and phoenix purchased from wyatt all of the issued and outstanding shares of altama capital stock ; and whereas, pursuant to the stock purchase agreement, at such closing ( i ) phoenix issued in the name of manufacturers and traders trust company, as escrow agent ( the “ escrow agent ” ) 196, 967 shares of phoenix common stock ( the “ escrow shares ” ) in accordance with the terms of an escrow agreement among wyatt, phoenix and the escrow agent ; ( ii ) phoenix and wyatt executed and delivered a registration rights agreement ( the “ registration rights agreement ” ) ; ( ii ) wyatt, phoenix and altama executed and delivered a non - competition and confidentiality agreement ( the “ non - competition agreement ” ) ; and ( iii ) wyatt and altama executed and delivered a consulting agreement ( “ consulting agreement ” ) ; and whereas, an action commenced august 31, 2005 against wyatt, phoenix and altama by caribbean co - op in the united states district court for the district of puerto rico, captioned caribbean co - op v. altama delta corporation d / b / a altama footwear, phoenix footwear group, inc. and w. whitlow wyatt, c. a. 05 - 1923 ( cc ) for damages ( such action, as amended or otherwise re - filed by caribbean co - op or its successor in interest for damages arising out of the same transactions or occurrences, the “ carribean co - op action ” ) ; and whereas, a dispute has arisen among wyatt, phoenix and altama regarding the terms of the stock purchase agreement and the parties desire to resolve their dispute on the terms and conditions herein ; now therefore, the parties hereby agree as follows : 1. waiver of payment rights and future obligations. wyatt hereby irrevocably waives the right to receive any payments due or past due from phoenix or altama of any kind, including but not limited to ( i ) payments provided for in