EXHIBIT 10.12

                        ASSIGNMENT FOR PATENT APPLICATION
                                  (All Rights)

      WHEREAS WILHELM F. PFANDER (hereinafter ASSIGNOR), of 46 Birchwood Blvd.,
Brewer, Maine 04412 has made an invention entitled FOOTWEAR CONSTRUCTION for
which a so-entitled application for Letters Patent of the United States is being
concurrently executed herewith was filed in the United States Patent and
Trademark Office on May 5, 2003 under Serial No. 10/431,637;

      WHEREAS, PHOENIX FOOTWEAR GROUP, INC. (hereinafter ASSIGNEE), a
corporation of the State of Delaware having an office and place of business at
107 Main Street, P.O. Box 545, Old Town, Maine 04468 is desirous of acquiring an
interest therein;

      NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the said ASSIGNOR by these presents hereby sells, assigns, and
transfers unto the said ASSIGNEE, its successors, assigns, and legal
representatives, ASSIGNOR'S entire right, title and interest in the United
States of America and all foreign countries, in and to the invention as
described in the aforesaid application, and to the said application and to all
subsequent applications based thereon including any and all continuations,
divisions, reissues, and substitutes of said application, and all resulting
patents, together with the right of priority under the International Convention
for the Protection of Industrial Property, Inter-American Convention Relating to
Patents, Designs and Industrial Models, and any other international agreements
to which the United States of America adheres, and the ASSIGNOR hereby
authorizes and requests the Commissioner of Patents and Trademarks to issue said
Letters Patent to ASSIGNEE, for its interest as ASSIGNEE, its successors,
assigns, and legal representatives. It is understood and agreed that ASSIGNEE'S
attorneys Nixon & Vanderhye P.C. have represented only ASSIGNEE and will
continue to represent only ASSIGNEE with respect to this invention;

      ASSIGNOR hereby agrees to transfer a like interest upon request of said
ASSIGNEE, its successors, assigns, and legal representatives, and without
further remuneration, in and to any improvements, and applications for patents
based thereon, growing out of or related to the said invention;

      ASSIGNOR hereby agrees to execute any papers by ASSIGNEE, its successors,
assigns, and legal representatives, deemed essential to ASSIGNEE'S full
protection and title in and to the invention hereby transferred; and

      ASSIGNOR hereby agrees, upon request of ASSIGNEE, and without further
remuneration, to execute any and all papers desired by ASSIGNEE, for the filing
and granting of foreign applications and the perfecting of title thereto in
ASSIGNEE.

      AGREED and executed as noted below:

              8/27/03                           /s/ Wilhelm Pfander
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               Date                             WILHELM F. PFANDER

      Witnessed by:

Name: /s/ Sheldon Cote                  Date:            8/27/03
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Name: /s/ Michael E. Weinstein          Date:            8/27/03
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