[LOGO]   Crocs Footwear
6273 Monarch Park Pl.
Niwot, CO 80503
303-468-4260 mail
303-468-4266 fax
www.crocs.com

October 18, 2004

Dear Caryn Ellison:


        We are pleased to offer you the position of Chief Financial Officer at Western Brands d.b.a. Crocs Footwear. We feel that your skills and background will be valuable assets to our team.

        Per our discussion, your starting salary is $16,000 per month and is paid on a bi-monthly basis. Additional compensation is as follows:

Bonus—0% to 50% based on company profitability and performance

Car Allowance—$700/month

Medical and dental plan-premium paid by Crocs

Crocs shares—1500 units (vesting over the next three years

4 weeks vacation per year (carries over per company policy—still TBD)

6 months severance if employment is terminated by employer

        Please indicate you accept this offer by signing below.

        I look forward to welcoming you to Crocs Footwear.


Sincerely,

Ron Snyder
President
Western Brands d.b.a. Crocs Footwear


Accepted by: /s/ CARYN ELLISON
Caryn Ellison
  Date: 10/18/04
   

Source: OneCLE Business Contracts.