Summary of PHOENIX FOOTWEAR GROUP INC

Item 1.01 Entry into a Material Definitive Agreement.

As reported in the Company's Current Report on Form 8-K filed December 15, 2008, Phoenix Footwear Group, Inc. (the "Company") entered into a Trademark License Agreement (the "2008 License Agreement") with Tommy Bahama Group, Inc. ("Tommy Bahama"), a wholly owned subsidiary of Oxford Industries, Inc to 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 (the "2005 License Agreement"). The 2008 License Agreement was to become effective February 2, 2009.

On February 24, 2009, the Company entered into an Amendment to License Agreement (the "Amendment") with Tommy Bahama to amend and terminate the 2008 License Agreement and 2005 License Agreement. The 2008 License Agreement was terminated effective January 31, 2009 except obligations under certain sections addressing licensing, non-disclosure of confidential information and restrictive provisions. The 2005 License Agreement was amended and terminated effective February 24, 2009. As of the termination date, the Company ceased all manufacturing of licensed products other than work in process. The Amendment extends the sell-off period of remaining products through May 1, 2009 with provisions to extend it to June 1, 2009. The termination was not due to breach or default by the Company or Tommy Bahama.

In connection with the termination of the license agreements, the Company agreed to sell the majority of the Company's remaining Tommy Bahama-branded goods to Tommy Bahama no later than April 1, 2009 at predetermined unit prices. The total purchase, subject to final quantities is estimated to be $2.3 million.

Also, on February 24, 2009, the Company and its subsidiaries and Wells Fargo Bank, N.A., entered into a Waiver, Consent and Partial Termination, whereby Wells Fargo consented to the transaction and agreed to release its security interest in the inventory to be sold to Tommy Bahama. This agreement amended the Company's Credit and Security Agreement with Wells Fargo dated June 10, 2008.

Item 2.05 Costs Associated with Exit or Disposal Activities.

As reported under Item 1.01, "Entry into a Material Definitive Agreement," effective February 24, 2009, Phoenix Delaware Acquisition, Inc., a wholly owned subsidiary of the Company has ceased manufacturing of Tommy Bahama-branded products and will no longer sell such products after May 1, 2009. The Company has placed into discontinued operations the subsidiary, Phoenix Delaware Acquisition, Inc. As a result, the Company expects to incur a pre-tax charge of between $725,000 and $900,000 in the first quarter of 2009. The charge is expected to be comprised of approximately $300,000 to $350,000 of cash restructuring charges (mostly related to severance payments) to be paid during our 2009 fiscal year, approximately $400,000 to $500,000 of inventory and other write-offs, and approximately $25,000 to $50,000 for impairment charges (including fixed assets and intangibles).