ASSET PURCHASE AND PROPERTY TRANSFER AGREEMENT

Exhibit 10.15

ASSET PURCHASE AND PROPERTY TRANSFER AGREEMENT

        This ASSET PURCHASE AND PROPERTY TRANSFER AGREEMENT (this " Agreement "), dated as of April 23, 2005 (the " Agreement Date "), is entered into by and between Hana Phylon Tech S.A. de C.V., a Mexican company (" Seller " or " Hana "), and Crocs Mexico, SRL de C.V. a Mexican company (" Buyer " or " Crocs ").

         WHEREAS, ; Hana owns and operates a business unit in Purisima del Rincon, Guanajuato, Mexico known as Hana Phylon Tech, which engages in the business of injection molding shoes and shoe parts (the " Business "); and

         WHEREAS, Crocs desires to purchase, and Hana desires to sell, substantially all of the assets of the of the Business (the " Purchased Assets "), 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 "); and

         NOW, THEREFORE, the parties hereto agree as follows:

        1.     Purchase and Sale of Purchased Assets.     Subject to the terms and conditions of this Agreement, at the Closing, Hana agrees to sell, assign, transfer and convey to Crocs, and Crocs agrees to purchase and acquire from Hana, all of Hana's right, title and interest in and to all of the Purchased Assets, free and clear of any mortgage, pledge, lien, or other encumbrance. For the purposes of this Agreement, " Purchased Assets " shall mean the following:

•         (i)    all machinery, equipment, furniture, leasehold improvements and other fixed assets owned or used by Hana in connection with the Business; and;

          (ii)   all prepaid expenses and off-book assets relating to the Business, including all phone and facsimile numbers

          (iii)  all of Seller's rights under license agreements, utility agreements, leases and other contracts related to the Business to which it is a party;

          (iv)  all computers, software, office equipment and know-how, related to the Business

          (v)   all other assets of the business not listed above except: all accounts receivable, inventories, molds, compound, trademarks and trade names (the "Excluded Assets").

Notwithstanding the description contained in this Section 1, a list of the Purchased Assets prepared by Hana is attached hereto as Exhibit 1.

        2.     Asset Transfer; Passage of Title; Delivery .    

•         2.1.      Title Passage .    At the Closing, title to all of the Purchased Assets shall pass to Crocs, and Hana shall deliver to Crocs possession all of the Purchased Assets and a bill of sale in the form attached hereto as Exhibit 2.1 .

          2.2.      Delivery of Purchased Assets .    The Purchased Assets shall be delivered on the Closing Date. All risk of loss and damage to the Purchased Assets shall be borne by Crocs on and as of the Closing Date.

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        3.     Retention of Liabilities.     Hana shall retain all of the liabilities of Hana other than the Assumed Liabilities (defined below). For the purposes of this Agreement Retained Liabilities shall mean the following:

•         (i)    all accounts payable;

          (ii)   all obligations of Hana related to any supply agreements, customer agreements, license agreements, consulting agreements, leases or other contracts related to the Business, other than those listed as Assumed Liabilites;

          (iii)  all accrued employee compensation, expenses liabilities on the balance sheet as of Closing;

          (iv)  all liabilities of Hana for any sales, use, value-added or stamp taxes and all other like transfer taxes imposed in connection with the consummation of the transactions contemplated by this Agreement (collectively, the " Transfer Taxes ") other than taxes specifically imposed on Hana under State or Federal law;

          (v)   all other liabilities of Hana related to the Business other than the following Assumed Liabilities :

  •         (a)   At Purchaser's option, any contracts or agreements with third parties that are necessary to run the Business (ex: utilities); and

        4.     Consideration for Purchased Assets .    

•         4.1.      Purchase Price .     

  •         a.      Cash Consideration .    The cash consideration to be paid by Crocs for the Purchased Assets shall be One Million Three Hundred Thousand United States Dollars ($1,300,000) (the " Cash Consideration "). Crocs shall pay the Cash Consideration at the Closing by check or other delivery of immediately available funds.

            b.      Assumption of Liabilities .    Crocs shall assume and accept assignment of the Assumed Liabilities at