Item 1.01 Entry into a Material Definitive Agreement.

On December 9, 2008, Phoenix Footwear Group, Inc. (the "Company") entered into a Trademark License Agreement (the "License Agreement") with Tommy Bahama Group, Inc. ("Tommy Bahama"), a wholly owned subsidiary of Oxford Industries, Inc. Effective February 2, 2009, this License Agreement will replace the previous agreement between Phoenix Delaware Acquisition, Inc., a wholly owned subsidiary of the Company, and Tommy Bahama entered into on August 3, 2005.

Under the License Agreement, the Company has an exclusive license to manufacture and distribute men's footwear, hosiery, belts and men's small leather goods and accessories bearing the "Tommy BahamaŽ" mark and related marks in the United States, Canada and UAE for a term through February 1, 2014. The License Agreement requires the Company to pay minimum royalties for each license year, and meet minimum net sales requirements of products under the licensed marks each year. The License Agreement may be terminated by Tommy Bahama before the end of the term for several reasons, including material defaults by the Company or its failure to sell products for 60 consecutive days. The license is non-exclusive for the last six (6) months of the term for which no extension is available.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the first paragraph under Item 1.01, "Entry into a Material Definitive Agreement," is incorporated herein by reference.

Item 9.01 Finance Statements and Exhibits.

(d) Exhibits.

10.1 Trademark License Agreement by and between Tommy Bahama Group, Inc. and Phoenix Footwear Group, Inc. dated December 9, 2008*

* Certain confidential information contained in the document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended, or Rule 24b-2 promulgated under the Securities and Exchange Act of 1934, as amended.

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