Phoenix Footwear Group Inc. entered into
an exclusive distribution agreement with Canada Shoe Corp. The agreement grants Canada Shoe an exclusive right to
distribute Trotters and SoftWalk branded footwear and related products in
Canada.

According to a filing with the Securities & Exchange Commission, the agreement is effective on Jan. 1, 2011, for an initial term of
three years, with a three-year renewal option subject to the mutual agreement of
both parties. As part of the agreement, the distributor will purchase the company's current inventory located in Montreal, Canada. Phoenix indicated it plans to sell this
remaining inventory for approximately $200,000. The agreement also provides for
a 20% royalty payable to the company on subsequent inventory purchases by the
Distributor.