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                                  EXHIBIT 10.25

                          PHOENIX FOOTWEAR GROUP, INC.

                     Lock-Up Agreement -Riedman Corporation

                                  May 19, 2004

Wedbush Morgan Securities, Inc.
1000 Wilshire Boulevard, 10th Floor
Los Angeles, CA  90017

First Albany Capital Inc.
One Penn Plaza, 42nd Floor
New York, NY 10119

         Re:      Phoenix Footwear Group, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

      The undersigned understands that you, as managing underwriters, propose to
enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of
the several Underwriters named in such agreement (collectively, the
"Underwriters"), with Phoenix Footwear Group, Inc., a Delaware corporation (the
"Company"), providing for a public offering of shares (the "Shares") of the
common stock of the Company (the "Common Stock") pursuant to a Registration
Statement on Form S-2 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "SEC").

      In consideration of the agreement by the Underwriters to continue their
efforts in connection with the offering of the Shares, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees that, during the period beginning on the
date hereof and continuing to and including the date 90 days after the date of
such final prospectus, the undersigned will not offer, sell, contract to sell,
pledge (except as expressly permitted by this Lock-Up Agreement), grant any
option to purchase, make any short sale or otherwise dispose of any shares of
Common Stock, or any options or warrants to purchase any shares of Common Stock,
or any securities convertible into, exchangeable for or that represent the right
to receive shares of Common Stock, whether now owned or hereinafter acquired,
owned directly by the undersigned (including holding as a custodian) or with
respect to which the undersigned has beneficial ownership within the rules and
regulations of the SEC (collectively the "Undersigned's Shares").

      The foregoing restriction is expressly agreed to preclude the undersigned
from engaging in any hedging or other transaction which is designed to or
reasonably expected to lead to, or result in, a sale or disposition of the
Undersigned's Shares even if such Shares would be disposed of by someone other
than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale (whether or not against the box) or
any purchase, sale or grant of any right (including without limitation any put
or call option) with respect to any of the Undersigned's Shares or with respect
to any security that includes, relates to, or derives any significant part of
its value from such Shares.

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      The undersigned further represents and agrees that the undersigned has not
taken and will not take, directly or indirectly, any action which is designed to
or which has constituted or which might reasonably be expected to cause or
result in stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Shares, or which has otherwise
constituted or will constitute any prohibited bid for or purchase of the Shares
or any related securities.

      Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree to be bound by the restrictions set forth herein, (ii)
to any trust for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, provided that the trustee of the trust
agrees to be bound by the restrictions set forth herein, and provided further
that any such transfer shall not involve a disposition for value, (iii) pursuant
to the Registration Statement or (iv) with the prior written consent of the
managing underwriters on behalf of the Underwriters. For purposes of this
Lock-Up Agreement, "immediate family" shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin. The undersigned now
has, and, except as contemplated by clause (i), (ii), (iii) or (iv) above, for
the duration of this Lock-Up Agreement will have, good and marketable title to
the Undersigned's Shares, free and clear of all liens, encumbrances, and claims
whatsoever, except that the existing pledge of the Undersigned's Shares to
secure an existing loan on real property held by the undersigned shall remain in
place. The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of the Undersigned's Shares except in compliance with the foregoing
restrictions.

      Notwithstanding anything contained herein to the contrary, this Lock-Up
Agreement shall terminate and be of no further force or effect upon written
notice either by the Company to the Underwriters or by the Underwriters to the
Company that the offering of the Shares has been terminated or suspended.

      The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.

                                      Very truly yours,

                                      Riedman Corporation
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                                      Exact Name of Shareholder

                                      /s/ John R. Riedman
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                                      Authorized Signature

                                      Chairman
                                      ------------------------------------------
                                      Title: -----------------------------------