EXHIBIT 10.4

                    SUMMARY OF DIVISION MANAGEMENT BONUS PLAN

      Phoenix Footwear Group, Inc. (the "COMPANY") has established a division
management bonus plan for the management of the Company's brand divisions and
selected employees who work in the brand divisions. The plan provides for a
bonus pool for each brand division equal to a percentage of the actual net
contribution to the Company's operating earnings by the division. The bonus pool
is available only if a minimum target net contribution is achieved by the
division for the fiscal year.

      The applicable bonus pool percentage and minimum target net contribution
amount is set each year by the Compensation Committee of the Company's Board of
Directors. Individual participants, in addition to the brand managers, and
specific bonus awards made out of the applicable bonus pool, are determined each
year by management and the respective brand managers.