M&T BANK M&T Place 255 East Avenue Rochester, New York 14604

EXHIBIT 10.30

M&T BANK
M&T Place
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000

March 29, 2006

Mr. Xxx Xxxx, CFO
Phoenix Footwear Group, Inc.
0000 xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000

Re: Covenant Waiver — Amendment #5

Dear Xxx:

This letter will serve to amend the Covenant Levels for the Average Funded Debt to EBITDA covenant under §11.1 of the Amended and Restated Credit Agreement dated August 3, 2005, the Current Ratio covenant under §11.2 of the Amended and Restated Credit Agreement dated August 3, 2005 and the Cash Flow Coverage Ratio under §11.3 of the Amended and Restated Credit Agreement dated August 3, 2005 per the following:

Average Borrowed

Funds to EBITDA

Cash Flow Coverage Ratio

Current Ratio

Quarter

Amended

Amended

Amended

Ending

Old Ratio

Ratio

Old Ratio

Ratio

Old Ratio

Ratio

3/31/06

<3.25:1

<4.75:1

>2.00:1

>1.75:1

>1.30:1

>1.25:1

6/30/06

<3.00:1

<4.00:1

>2.00:1

>1.75:1

>1.30:1

>1.30:1

9/30/06

<3.00:1

<3.70:1

>2.00:1

>1.75:1

>1.30:1

>1.30:1

12/31/06 and thereafter

<2.75:1

<3.40:1

>2.25:1

>2.00:1

>1.30:1

>1.30:1

In addition, M&T Bank agrees to amend Article 9.1a for the fiscal year ended 12/31/05 only and extend the time required to submit the audited financial statements from 90 days to 120 days after the close of the Fiscal Year.

As a condition of this amendment and waiver, you must pay an amendment and waiver fee of $40,000 to the Bank.

All other definitions, terms and conditions of the Amended and Restated Credit Agreement dated August 3, 2005 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company remain in full force and effect.

Sincerely yours,

/s/ Xxxx X. Xxxxxx

Xxxx X. Xxxxxx
Administrative Vice President

Accepted
Date: 3/31/06

Phoenix Footwear Group, Inc.
By: /s/ Xxxxxxx Xxxx
Title: CFO