ASSET PURCHASE

AND

PROPERTY TRANSFER AGREEMENT

This ASSET PURCHASE AND PROPERTY TRANSFER AGREEMENT (this "Agreement"), dated effective as of May 19, 2005 (the "Agreement Date"), is entered into by and between St. V rain Trading, LLC, d/b/a Crocs Hawaii, LLC, a Colorado Limited Liability Company ("Seller"), and Crocs, Inc. a Colorado company ("Buyer" or "Crocs").

WHEREAS, Buyer manufactures and sells Crocs brand products; and

WHEREAS, Seller owns and operates a business unit in Honolulu, Hawaii which markets and distributes Crocs brand products to local retailers (the "Business"); and

WHEREAS, Crocs desires to purchase, and Seller desires to sell, certain assets of the of the Business for the Purchase Price (as defined in Section 4.1 below), subject to the terms and conditions of this Agreement; and

WHEREAS, in connection with the execution of this Agreement desires to accept the assignment of the lease for the property where the Business is currently located (the "Lease Agreement"):

NOW, THEREFORE, the parties hereto agree as follows:

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