ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT 10.2

EXECUTION VERSION

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Agreement ”), is made as of this      day of March, 2008, by and between Palladium, a simplified joint stock company of France (the “ Assignor ”), and K-Swiss Inc., a Delaware corporation (the “ Assignee ”). Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Intellectual Property Agreement (defined below).

WHEREAS , Assignor entered into that certain Agreement (the “ Intellectual Property Agreement ”), dated March      , 2008, between Assignor and Consolidated Shoe Company, a Virginia corporation (the “ Seller ”), a copy of which is attached hereto as Exhibit 1 ;

WHEREAS , pursuant to the Intellectual Property Agreement, the Seller agreed to sell, assign and transfer all right, title and interest in and to the Intellectual Property (which term shall, for purposes of this Agreement, be defined as (i) the Intellectual Property as that term is defined in the Intellectual Property Agreement, plus (ii) the Trade Dress), free and clear of all liens, to Assignor and, in connection with the assignment and transfer of the Intellectual Property, the Seller agreed to transfer to Assignor the goodwill associated with the Trademarks and the Trade Dress, the goodwill in the business associated with the Trademarks and the Trade Dress, and the causes of action associated with the Intellectual Property including, without limitation, any claims for past infringement, dilution, or other violation of any of the Intellectual Property;

WHEREAS , pursuant and subject only to Section 23 of the Intellectual Property Agreement, Assignor, in its sole and absolute discretion, may freely assign, sell or transfer some or all of its rights or obligations thereunder to any third party;

WHEREAS , any such assignment by Assignor made within four years from the effective date of the Intellectual Property Agreement, shall be documented in writing and shall not be effective until the assignee executes a counterpart to the Intellectual Property Agreement and agrees to be bound by any terms and conditions therein that are less than fully executed at the date of any such assignment;

WHEREAS , Assignor desires to assign and transfer to Assignee all right, title and interest of Assignor in and to the Intellectual Property Agreement and the Intellectual Property, and Assignee desires to accept such assignment and assumption; and

WHEREAS , Assignor desires to assign and transfer to Assignee any and all additional goodwill associated with the Trademarks and the Trade Dress, the goodwill in the business associated with the Trademarks and the Trade Dress, and the causes of action associated with the Intellectual Property including, without limitation, any claims for past infringement, dilution or other violation of any of the Intellectual Property, that Assignor holds or is deemed to hold in the Intellectual Property separate and apart from that being assigned and transferred from Seller to Assignor.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

1. The provisions of the foregoing “WHEREAS” clauses form a part of this Agreement.

2. Immediately following the consummation of the transactions contemplated in Section 6 of the Intellectual Property Agreement, the Assignor hereby agrees to sell, assign and transfer to Assignee all right, title and interest of Assignor in and to the Intellectual Property Agreement, and Assignee hereby accepts such assignment and agrees with the Assignor to assume and to fully and faithfully perform the obligations of Assignor under or pursuant to the Intellectual Property Agreement.

3. Immediately following the consummation of the transactions contemplated in Section 6 of the Intellectual Property Agreement, the Assignor hereby agrees to sell, assign, convey and transfer forever unto Assignee, its successors, assigns and legal representatives all rights, title and interest in and to the Intellectual Property, free and clear of all liens. In connection with this assignment and transfer of the Intellectual Property, immediately following the consummation of the transactions contemplated in Section 6 of the Intellectual Property Agreement, Assignor also agrees to transfer the goodwill associated with the Trademarks and the Trade Dress, the goodwill in the business associated with the Trademarks and the Trade Dress and the causes of action associated with the Intellectual Property including, without limitation, any claims for past infringement, dilution or other violation of any of the Intellectual Property.

4. The Assignor further agrees to sell, assign, convey, and transfer forever unto Assignee any and all additional goodwill associated with the Trademarks and the Trade Dress, the goodwill in the business associated with the Trademarks and the Trade Dress, and the causes of action associated with the Intellectual Property including, without limitation, any claims for past infringement, dilution or other violation of any of the Intellectual Property, that Assignor holds or is deemed to hold in the Intellectual Property separate and apart from that being sold, assigned and transferred from Seller to Assignor pursuant to the Intellectual Property Agreement or otherwise.

5. The Assignor agrees to assist the Assignee, in a commercially reasonable manner, to take all actions and execute all documents necessary or desirable to evidence, record and perfect the assignment of the Intellectual Property, and shall not enter into any agreement in conflict with this Agreement.

6. The Assignor agrees to deliver to Assignee, and to execute and deliver to Assignee such instruments of sale, transfer, conveyance, assignment and delivery, consents, assurances, powers of attorney and other instruments as may reasonably be requested by Assignee, to transfer and assign to Assignee the Intellectual Property, including but not limited to, the assignments attached as Exhibits 2 and 3 hereto.

7. The Assignor hereby authorizes and requests the United States Patent and Trademark Office and the Canadian Intellectual Property Office to issue trademark and other intellectual property registrations to the Assignee and the Assignee’s successors, assigns and other legal representatives in accordance with the terms of this instrument.

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8. Assignor represents and warrants to Assignee that, immediately following the consummation of the transactions contemplated in Section 6 of the Intellectual Property Agreement, it will own all right, title and interest in and to the Intellectual Property free and clear of all liens, encumbrances, licenses, or any interest of any third party of any kind and that it has the authority to grant same to Assignee, and further represents and warrants that the Assignor has not previously assigned or conveyed any interest of any kind in the Intellectual Property or the Intellectual Property Agreement to another assignee or other entity.

9. Assignor represents and warrants to Assignee that immediately following the transactions contemplated in Section 6 of the Intellectual Property Agreement, that all such assignments or other documents as are necessary to vest in Assignor exclusive ownership of all Intellectual Property will have been executed and delivered by Assignor, including but not limited to documents and other tangible things containing the know-how relating to quality control and manufacture of products bearing the Trademarks and/or the Trade Dress such that Assignee will have in its possession all know-how necessary to maintain the quality of such products.

10. Assignor represents and warrants to Assignee that, to the best of its knowledge, the Intellectual Property comprises all of Assignor’s intellectual property rights in the Palladium Models in the United States and Canada.

11. Assignor hereby covenants with Assignee and its successors and assigns that, from time to time after the date hereof, Assignor will execute and deliver to Assignee such instruments of sale, transfer, conveyance, assignment and delivery, consents, assurances, powers of attorney and other instruments as may reasonably be requested by Assignee in order to vest in Assignee all of Assignor’s respective right, title and interest in and to the Intellectual Property and the Intellectual Property Agreement, and to consummate the transactions contemplated herein.

12. This Agreement shall be binding on and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

13. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of Delaware, as applied to agreements among Delaware residents entered into and wholly to be performed within the State of Delaware (without reference to any choice of law rules that would require the application of the laws of any other jurisdiction).

[Signature Page Follows ]

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EXECUTION VERSION

IN WITNESS WHEREOF , the Assignor and Assignee have caused this Assignment and Assumption Agreement to be executed and delivered on the date and year first written above.

[CORPORATE SEAL]

[UNITED STATES NOTARIAL ACKNOWLEDGMENT REQUIRED]

[Signature Page to Assignment and Assumption Agreement]

EXECUTION VERSION

[Signature Page to Assignment and Assumption Agreement]

EXHIBIT 1

[EXECUTED AGREEMENT BETWEEN CONSOLIDATED SHOE COMPANY AND PALLADIUM]

AGREEMENT

Preamble

This Agreement (this “ Agreement ”) is entered into on this date of the Buyer’s signature affixed below (the “ Effective Date ”), by and between Consolidated Shoe Company, a Virginia corporation, whose address is 22290 Timberlake Road, P.O. Box 10549, Lynchburg, Virginia 24506 (the “ Seller ”) and Palladium, a simplified joint stock company of France whose registered office is located at 220 Route de Grenoble, Saint Priest, France 69800, (the “ Buyer ”). Collectively Seller and Buyer are the “Parties.”

Recitals

WHEREAS , Seller is the owner of several United States trademark registrations and one Canadian trademark registration and a pending U.S. trademark application for a shoe sole design as set forth on Exhibit A hereto (collectively, the “ Trademarks ”), and the domain names www.palladiumshoes.com and www.palladiumshoes.us (collectively, the “ Domain Names ”); and,

WHEREAS , Seller has for a period of time been selling those certain shoe models, including those known in the trade as Pampa, and as specifically shown in Exhibit D hereto such that the overall appearance of each of the shoe models provides a distinctive appearance associated with Seller (collectively the “ Trade Dress ”); and,

WHEREAS , Buyer is the owner of several foreign trademarks similar to the Trademarks and is in the business of selling products associated with such trademarks outside the United States and Canada; and,

WHEREAS , subject to the terms and conditions set forth herein, Seller has agreed to sell to Buyer and Buyer has agreed to purchase all right, title and interest in the Trademarks set forth in Exhibit A, the Domain Names www.palladiumshoes.com and www.palladiumshoes.us and any Trade Dress rights Seller may own in the shoe styles shown in Exhibit D, subject to the terms and conditions set forth herein; and

WHEREAS , the Parties are in agreement as to terms and conditions upon which Seller shall sell and transfer to Buyer the Trademarks, Domain Names and Trade Dress.

NOW THEREFORE , in consideration of the mutual promises and covenants set forth below, the Parties intending to be bound enter into the following Agreement:

1.) The above referenced Preamble and recitals are hereby incorporated into this Agreement as if they were here more fully set forth.

2.) The following terms shall have the respective meanings set forth bel