FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT

Exhibit ---

EXHIBIT I

FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT NO.

ISSUER: [Insert Name of Issuing Bank]

ISSUE DATE: __ ____, 200_
BENEFICIARY: Company name,country of registration, UNDER THE (name of goods)AGREEMENT N__
DATED xxx xxx, 200x BETWEEN (company name), AS SELLER AND (company name),
AS BUYER
RE: LETTER OF CREDIT ISSUED IN CONNECTION WITH SECTION ___OF THE
(goods)PURCHASE AGREEMENT DATED ____ ___, 200_
BETWEEN_______________, AS SELLER, AND_____________., AS BUYER, TO
FUND INDEMNIFICATION PAYMENTS DUE FROM SELLER TO BUYER
THEREUNDER
APPLICANT: Company name
Company address
STATED
EXPIRATION
DATE: _____ 2_, 2022
MAXIMUM
STATED
AMOUNT: $________ (subject to reduction as provided below)

[insert name of issuing bank] (the “Issuer”) hereby issues this Irrevocable Standby Letter of Credit (the “Credit”)
for the account of________________. (the “Applicant”) in favor of ___________(the “Beneficiary”) under the
(Goods)Purchase Agreement N__dated___________ __, 2022 between Applicant and Beneficiary (the “Petrol
products Purchase Agreement”).

Amount: The Credit is available in an aggregate amount (the “Maximum Stated Amount”) not to exceed
$ .

Requisites for Drawing: Issuer hereby agrees with the Beneficiary that any request for a Draw (each a “Draw
Request”) under and in compliance with the terms of this Credit (each a “Draw” or a “Drawing”) shall be duly
honored by Issuer, upon presentation in the form and by the means provided below on a Business Day before the
Stated Expiration Date. A “Business Day” means any day other than (i) a Saturday or Sunday, or (ii) a day on which
the commercial banks in [insert relevant jurisdiction for issuing bank], are authorized by law or executive order
to close. Draws shall be paid in immediately available United States funds.

Each Draw Request under the Credit shall be documented by:

1. The Beneficiary’s certificate in the form of Exhibit A or Exhibit B on Beneficiary’s letterhead bearing the
clause “Drawn under [ ] Irrevocable Standby Letter of Credit Number ”, stating the
amount of the Draw and executed on behalf of Beneficiary (each a “Draw Certificate”) and delivered
simultaneously to Issuer and Applicant; and
2. For any Drawing which exhausts the Maximum Stated Amount of this Letter of Credit, the original of this
Credit shall accompany the Beneficiary’s Draw Certificate.

Each Drawing honored shall automatically reduce the Maximum Stated Amount. In no event shall the aggregate
Draws hereunder exceed the Maximum Stated Amount.

Issuer shall have no duty to verify the correctness or completeness of any certificate or instructions delivered to
Issuer by Beneficiary, but rather may rely without question on any Draw Certificate as to the amount for any
Drawing.

Notices; Timing of Payments: All notices, requests, demands, claims and other communications hereunder will be
in writing and shall be deemed effectively given (i) upon personal delivery to the party notified, (ii) five (5) days
after deposit with the United States Post Office, by registered or certified mail, postage prepaid, return receipt
requested, (iii) one day after deposit with a nationally recognized air courier service such as DHL or Federal Express
for next day delivery, or (iv) on the day of facsimile transmission, with confirmed transmission, to the facsimile
number shown below (or to such other facsimile number as the party to be notified may indicate by ten (10) days
advance written notice to the other parties in the manner herein provided), provided that notice is also given under
clauses (i), (ii) or (iii) above; in any such case addressed to the party to be notified at the address indicated below for
that party, or at such other address as that party may indicate by ten (10) days advance written notice to the other
parties in the manner herein provided:

[insert issuing bank’s name, address and contact person]

Applicat company name

Applicant address
Attention:name of contact person, titre
Telephone:
Telecopy:

Beneficiary company name

address
Attention: _________
Telephone:
Telecopy:

No notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until
it is actually received by the intended recipient.

Payment Instructions: Draws shall be paid by means of electronic funds transfer, provided that the Beneficiary
shall provide complete funds transfer instructions in advance in the form requested by Issuer, or on the appropriate
Draw Certificate. The Beneficiary is hereby notified that in executing such payment order, Issuer will rely on the
accuracy of the instructions provided by the Beneficiary on the appropriate Draw Certificate, particularly the
account and routing and transit numbers provided by the Beneficiary. Issuer has no duty to refer to names and has
no liability for losses resulting from errors in the Beneficiary’s instructions. The Beneficiary is requested to use
extraordinary care in providing electronic funds transfer instructions.

Expiration:
This Credit shall expire on the earliest of:

(i) 3:00 p.m. Eastern Time on June 29, 2009 (the “Stated Expiration Date”); and

(ii) the date on which Issuer honors a Drawing which exhausts the Maximum Stated Amount.

This Letter of Credit sets forth in full the undertaking of Issuer, and such undertaking shall not in any way be
modified, amended, amplified or limited by reference to any documents, instrument or agreement referred to herein,
and any such reference shall not be deemed to incorporate herein by reference any document, instrument or
agreement.

ALL BANKING CHARGES ARE FOR THE ACCOUNT OF THE APPLICANT.

This Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision) International
Chamber of Commerce Publication No. 500 (the “UCP”). As to matters not governed by the UCP, this Credit is
subject to the laws of New York State as in effect from time to time.

MANUFACTURERS AND TRADERS

TRUST COMPANY

By:
Name:
Title:

By:
Name:
Title:

Exhibit A
 [ON BENEFICIARY’S LETTERHEAD]

DRAW CERTIFICATE IN CONNECTION

WITH INDEMNIFICATION PAYMENTS

Drawn Under Bank

Irrevocable Standby Letter of Credit No.

The undersigned individual, a duly authorized signatory of Tactical Holdings, Inc. (the “Beneficiary”), hereby
certifies on behalf of the Beneficiary to [insert name of issuing bank and address] (the “Issuer”), with reference to
Irrevocable Standby Letter of Credit No. (the “Letter of Credit”; capitalized terms not otherwise
defined have the meanings ascribed to them in the Letter of Credit) issued by Issuer in favor of the Beneficiary as
follows:

1. The Beneficiary is the buyer under the Stock Purchase Agreement dated December 29, 2007 between
Phoenix Footwear Group, Inc. (“Applicant”) and Beneficiary.

2. The Beneficiary is making a Draw in the amount of $ (the “Draw Amount”) under the Letter of
Credit to satisfy a claim for indemnification which it made pursuant to Section 7 of the Stock Purchase Agreement
by a Claim Notice dated [ ], a copy of which is annexed hereto. There has been acceptance of the Claim
by Seller in accordance with the terms of Section 7 of the Stock Purchase Agreement. [Attached hereto as
Schedule 1 is a true and complete of the written agreement between the Beneficiary and the Applicant as to
the Claim, including an authorization by Applicant to make this Draw]. [OR] Attached hereto as Schedule 1
is a true and complete copy of the judicial determination (as defined in the Stock Purchase Agreement) with
respect to the Claim. Accordingly, payment of such indemnification claim is now due from Seller.

3. The Draw Amount does not exceed the Maximum Stated Amount less the aggregate amount of all previous
Draws honored by Issuer, which total $ .

4. A copy of this Draw Certificate has been delivered to Applicant concurrently with delivery to Issuer.

5. Beneficiary hereby instructs Issuer to remit the Draw Amount by electronic funds transfer via Fedwire to
the undersigned at account no. , account title , routing/transit no. , bank name
and address .

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Beneficiary has executed and delivered this Draw Certificate as of
the day of , 200 .

TACTICAL HOLDINGS, INC.

By:
Name:
Title:

Schedule 1 to
Draw Certificate in Connection with Indemnification Payments

[Written Agreement OR Judicial Determination]

Exhibit C

[ON BENEFICIARY’S LETTERHEAD]

DRAW CERTIFICATE IN CONNECTION

WITH INDEMNIFICATION PAYMENTS

Drawn Under [insert name of issuing bank]

Irrevocable Standby Letter of Credit No.

The undersigned individual, a duly authorized signatory of Tactical Holdings, Inc. (the “Beneficiary”), hereby
certifies on behalf of the Beneficiary to [insert name of issuing bank] (the “Issuer”), with reference to Irrevocable
Standby Letter of Credit No. (the “Letter of Credit”; capitalized terms not otherwise defined have the
meanings ascribed to them in the Letter of Credit) issued by Issuer in favor of the Beneficiary as follows:
 1. The Beneficiary is the buyer under the Stock Purchase Agreement dated December 29, 2007 between
Phoenix Footwear Group, Inc. (“Applicant”) and Beneficiary.

2. The Beneficiary has in good faith made indemnification claims in the aggregate amount of
$ (the “Unresolved Claims”) pursuant to and in accordance with Section 7 of the Stock Purchase
Agreement. The Unresolved Claims have not been accepted by Seller in accordance with the terms of the Stock
Purchase Agreement, but rather remain pending and resolution thereof is or may be pursued in accordance with
Section 7 of the Stock Purchase Agreement. A copy of [each][the] Claim Notice is annexed hereto as Schedule 1.
[Note: select appropriate language]

3. The Beneficiary is making a Draw under the Letter of Credit in the amount of the Unresolved Claims (the
“Draw Amount”) for the purpose of having the proceeds thereof deposited with the Manufacturers & Traders Trust
Company, as escrow agent (“Escrow Agent”) pursuant to the Escrow Agreement dated December 29, 2007 among
the Beneficiary, the Applicant and Escrow Agent to be held, invested and disbursed as provided therein.

4. The Draw Amount does not exceed the Maximum Stated Amount less the aggregate amount of all previous
Draws honored by Issuer, which total $ .

5. A copy of this Draw Certificate has been delivered to Applicant concurrently with delivery to Issuer.

6. Beneficiary hereby instructs Issuer to remit the Draw Amount to the Escrow Agent for deposit into the
escrow account established by the Escrow Agent pursuant to and as required by the Escrow Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Beneficiary has executed and delivered this Draw Certificate as of
the day of , 200 .

TACTICAL HOLDINGS, INC.

By:
Name:
Title: