**EXHIBIT 10.3**

**FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT**

THIS FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the “Amendment”), dated November 5, 2009, is entered into by and among PHOENIX FOOTWEAR GROUP, INC., a Delaware corporation (“Phoenix Footwear”),PENOBSCOT SHOE COMPANY, a Maine corporation (“Penobscot”), H.S. TRASK & CO., a Montana corporation (“Trask”), CHAMBERS BELT COMPANY, a Delaware corporation (“Chambers”), and PHOENIXDELAWARE ACQUISITION, INC., a Delaware corporation (“Phoenix Acquisition”, and together with Phoenix Footwear, Penobscot, Trask and Chambers, each individually, a “Company,” and collectively, the“Companies”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division. 

RECITALS 

A. Companies and Wells Fargo are parties to aCredit and Security Agreement dated as of June 10, 2008 (as amended by that certain Forbearance Agreement and First Amendment to Credit and Security Agreement, dated as of July 7, 2009 (the “First Amendment”), that certainFirst Amendment to Forbearance Agreement and Second Amendment to Credit and Security Agreement, dated as of July 24, 2009 (the “Second Amendment”), that certain Second Amendment to Forbearance Agreement and Third Amendment toCredit and Security Agreement, dated as of September 29, 2009 (the “Third Amendment”), and that certain Third Amendment to Forbearance Agreement and Fourth Amendment to Credit and Security Agreement, dated October 16, 2009(the “Fourth Amendment”; and together with the First Amendment, the Second Amendment, and the Third Amendment, collectively, the “Forbearance Agreement”), and as further amended from time to time, the“Credit Agreement”). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified. 

B. Companies and Wells Fargo desire to amend the Credit Agreement as set forth in this Amendment. 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows: 

1. Amendments to Credit Agreement. 

1.1 Section 1.2(a)(ii) of theCredit Agreement. Section 1.2(a)(ii) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

“(ii) the least of (x) 85% or such lesser percentage (as Wells Fargo in its sole discretion may deem appropriate) of the Net Orderly Liquidation Value of Eligible Inventory, (y) 41% or suchlesser percentage (as Wells Fargo in its sole discretion may

deem appropriate) of Eligible Inventory valued at the lower of cost or fair market value in accordance with GAAP; or (z) the Inventory Sublimit; provided that (A) Advances and/orLetters of Credit supported by Wrangler branded inventory shall not exceed $2,500,000, provided that Advances and/or Letters of Credit supported by Wrangler branded inventory shall be automatically reduced to $-0- upon the initial receipt of fundsby Chambers in respect of the Chambers Sale, and (B) (1) prior to the Chambers Closing Date, the maximum amount of Eligible In-Transit Inventory that may be included as Eligible Inventory for purposes of this paragraph (ii) shall notexceed $475,000 (based on the lower of cost or fair market value), and (2) from and after the Chambers Closing Date Eligible In-Transit Inventory shall be excluded from Eligible Inventory; less” 

1.2 Exhibit A to the Credit Agreement. The following definition that appears in Exhibit A to the Credit Agreement is hereby amendedto read in its entirety as follows: 

““Inventory Sublimit” shall mean $2,100,000. 

2. No Other Changes. Except as explicitly amended or waived by this Amendment, all of the terms and conditions of the Credit Agreement and theForbearance Agreement shall remain in full force and effect and shall apply to any advance or letter of credit thereunder. 

3.Accommodation Fee. [Intentionally Omitted]. 

4. Conditions Precedent. This Amendment shall be effective when Wells Fargo shallhave received and accepted an executed original of this Amendment, together with each of the following, each in substance and form acceptable to Wells Fargo in its sole discretion: 

4.1 A Certificate of the Secretary of each Company certifying as to (i) the resolutions of the board of directors of such Companyapproving the execution and delivery of this Amendment, (ii) the fact that the articles of incorporation and bylaws of such Company, which were certified and delivered to Wells Fargo pursuant to the Certificate of Authority of suchCompany’s secretary or assistant secretary dated June 10, 2008, continue in full force and effect and have not been amended or otherwise modified except as set forth in the Certificate to be delivered, and (iii) except as noted oneach such Certificate, certifying that the officers and agents of such Company who have been certified to Wells Fargo, pursuant to the Certificate of Authority of such Company’s secretary or assistant secretary dated June 10, 2008, asbeing authorized to sign and to act on behalf of such Company continue to be so authorized or setting forth the sample signatures of each of the officers and agents of such Company authorized to execute and deliver this Amendment and all otherdocuments, agreements and certificates on behalf of such Company; and 

4.2 Such other matters as Wells Fargo may require.

 

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5. Representations and Warranties. Each Company hereby represents and warrants to Wells Fargo asfollows: 

5.1 Such Company has all requisite power and authority to execute this Amendment and any other agreements orinstruments required hereunder and to perform all of its obligations hereunder, and this Amendment and all such other agreements and instruments has been duly executed and delivered by such Company and constitute the legal, valid and bindingobligation of such Company, enforceable in accordance with its terms. 

5.2 The execution, delivery and performance by suchCompany of this Amendment and any other agreements or instruments required hereunder have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department,commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to such Company, or thearticles of incorporation or by-laws of such Company, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which such Company is a party or bywhich it or its properties may be bound or affected. 

5.3 All of the representations and warranties contained in Article IV ofthe Credit Agreement are correct on and as of the date hereof as though made on and as of such date, except (i) to the extent that such representations and warranties relate solely to an earlier date, (ii) that the Event of Default hasoccurred; and (iii) to the extent otherwise disclosed to Wells Fargo in writing and consented to or waived by Wells Fargo. 

6.References. All references in the Credit Agreement to “this Agreement” shall be deemed to refer to the Credit Agreement as amended hereby; and any and all references in the Loan Documents to the Credit Agreement shall be deemed torefer to the Credit Agreement as amended hereby. 

7. No Waiver. The execution of this Amendment and the acceptance of all otheragreements and instruments related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Forbearance Agreement or a waiver of any breach, default or event of default under any Loan Document or other document held byWells Fargo, whether or not known to Wells Fargo and whether or not existing on the date of this Amendment. 

8. Release. Each Companyhereby absolutely and unconditionally releases and forever discharges Wells Fargo, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, togetherwith all of the present and former directors, officers, agents, attorneys, and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or uponcontract or tort or under any state or federal law or otherwise, which such Company has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from thebeginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown. It is the intention of each Company in executing this release that the same shall beeffective as a bar to each and every claim, demand and cause of action specified and in furtherance of this intention each Company waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California,which provides: 

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECTTO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MIGHT HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 

 

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The parties acknowledge that each may hereafter discover facts different from or in addition to those nowknown or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. 

9. Costs and Expenses. Companies hereby reaffirm their agreement under the Credit Agreement to pay or reimburse Wells Fargo on demand for all costsand expenses incurred by Wells Fargo in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, Companies specifically agree to payall fees and disbursements of counsel to Wells Fargo for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. Companies hereby agree that Wells Fargo may, atany time or from time to time in its sole discretion and without further authorization by Companies, make a loan to Companies under the Credit Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements,costs and expenses and the Accommodation Fee or the Deferred Accommodation Fee required under Section 3 of this Amendment. 

10.Miscellaneous. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.Signed counterparts delivered by facsimile or electronic mail transmission shall also be binding of the parties, regardless of whether a signed original is also delivered. 

[Signatures on the next page] 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date firstabove written. 

 
**PHOENIX FOOTWEAR GROUP, INC.**By:  Print Name: James R. RiedmanTitle: Chairman**PENOBSCOT SHOE COMPANY**By:  Print Name: James R. RiedmanTitle: Chairman**H.S. TRASK & CO.**By:  Print Name: James R. RiedmanTitle: Chairman**CHAMBERS BELT COMPANY**By:  Print Name: James R. RiedmanTitle: Chairman**PHOENIX DELAWARE ACQUISITION, INC.**By:  Print Name: James R. RiedmanTitle: Chairman**WELLS FARGO BANK, NATIONAL ASSOCIATION**By:  Print Name: Harry L. JoeTitle: Vice President
 

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