3,500,000 Shares(1)



                           Deckers Outdoor Corporation



                                  Common Stock



                                ($.01 Par Value)





                          EQUITY UNDERWRITING AGREEMENT





                                                                    May 12, 2004







RBC Capital Markets Corporation

Piper Jaffray & Co.

As the Representatives of the

      several underwriters named in Schedule I hereto

c/o RBC Capital Markets

60 South Sixth Street

Minneapolis, MN  55402



Ladies and Gentlemen:



      Deckers Outdoor Corporation, a Delaware corporation (the "Company"), and

certain stockholders of the Company named in Schedule II hereto (the "Selling

Stockholders") propose to sell to the several underwriters (the "Underwriters")

named in Schedule I hereto for whom you are acting as representatives (the

"Representatives") an aggregate of 3,500,000 shares of the Company's Common

Stock, $.01 par value (the "Firm Shares"), of which 1,500,000 shares (the

"Company Shares") will be sold by the Company and 2,000,000 shares will be sold

by the Selling Stockholders. The respective amounts of the Firm Shares to be so

purchased by the several Underwriters are set forth opposite their names in

Schedule I hereto. The Selling Stockholders also propose to sell at the

Underwriters' option an aggregate of up to 525,000 additional shares of the

Company's Common Stock (the "Option Shares") as set forth below.



----------

1     Plus an option to purchase up to 525,000 additional shares to cover

      over-allotments.



<PAGE>





      As the Representatives, you have advised the Company and the Selling

Stockholders (a) that you are authorized to enter into this Agreement on behalf

of the several Underwriters, and (b) that the several Underwriters are willing,

acting severally and not jointly, to purchase the numbers of Firm Shares set

forth opposite their respective names in Schedule I, plus their pro rata portion

of the Option Shares if you elect to exercise the over-allotment option in whole

or in part for the accounts of the several Underwriters. The Firm Shares and the

Option Shares (to the extent the aforementioned option is exercised) are herein

collectively called the "Shares."



      In consideration of the mutual agreements contained herein and of the

interests of the parties in the transactions contemplated hereby, the parties

hereto agree as follows:



      1.    Representations and Warranties of the Company.



            The Company represents and warrants to each of the Underwriters as

follows:



            (a) A registration statement on Form S-3 (File No. 333-113237) with

respect to the Shares has been prepared by the Company in conformity in all

material respects with the requirements of the Securities Act of 1933, as

amended (the "Act"), and the rules and regulations (the "Rules and Regulations")

of the Securities and Exchange Commission (the "Commission") and has been filed

with the Commission. The Company has complied with the conditions for the use of

Form S-3. Copies of such registration statement, including any amendments

thereto, the preliminary prospectuses (meeting the requirements of the Rules and

Regulations) contained therein and the exhibits, financial statements and

schedules, as finally amended and revised, together with copies of all documents

expressly incorporated therein by reference, have heretofore been delivered by

the Company to you. Such registration statement, together with any registration

statement filed by the Company pursuant to Rule 462(b) of the Act, herein

referred to as the "Registration Statement," which shall be deemed to include

all documents expressly incorporated therein by reference as of the date of the

Prospectus referred to below and all information omitted therefrom in reliance

upon Rule 430A and contained in the Prospectus referred to below, has become

effective under the Act and no post-effective amendment to the Registration

Statement has been filed as of the date of this Agreement. "Prospectus" means

the form of prospectus first filed with the Commission pursuant to Rule 424(b),

including all documents expressly incorporated therein by reference as of the

date of such form of prospectus. Each preliminary prospectus included in the

Registration Statement prior to the time it becomes effective is herein referred

to as a "Preliminary Prospectus."



            (b) The Commission has not issued an order preventing or suspending

the use of any Prospectus relating to the proposed offering of the Shares nor

instituted proceedings for that purpose. The Registration Statement contains,

and the Prospectus and any amendments or supplements thereto will contain, all

statements that are required to be stated therein by, and will conform to, the

requirements of the Act and the Rules and Regulations. The Registration

Statement when it became effective did not contain, and any amendment or

supplement thereto will not contain, any untrue statement of a material fact and

do not omit, and will not omit, to state any material fact required to be stated

therein or necessary to make the statements therein





                                       2

<PAGE>



not misleading. The Prospectus and any amendments and supplements thereto do not

contain, and will not contain, any untrue statement of material fact and do not

omit, and will not omit, to state any material fact required to be stated

therein or necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading; provided, however,

that the Company makes no representations or warranties as to information

contained in or omitted from the Registration Statement or the Prospectus, or

any such amendment or supplement, in reliance upon, and in conformity with,

written information furnished to the Company by or on behalf of any Underwriter

through the Representatives, specifically for use in the preparation thereof.

Such contracts and documents as are summarized in the Registration Statement or

the Prospectus are fairly summarized in all material respects. Each document

filed or to be filed pursuant to the Securities Exchange Act of 1934, as amended

(the "Exchange Act"), and incorporated by reference in the Registration

Statement and the Prospectus complied or will comply when so filed with the

Exchange Act and the Rules and Regulations in all material respects.



            (c) This Agreement has been duly authorized, executed and delivered

by the Company and constitutes a valid, legal, and binding obligation of the

Company, enforceable in accordance with its terms, except as rights to indemnity

hereunder may be limited by federal or state securities laws and except as such

enforceability may be limited by bankruptcy, insolvency, reorganization or

similar laws affecting the rights of creditors generally, and subject to general

principles of equity. The Company has full power and authority to enter into

this Agreement and to authorize, issue and sell the Company Shares as

contemplated by this Agreement.



            (d) The Company has been duly organized and is validly existing as a

corporation in good standing under the laws of the State of Delaware, with

corporate power and authority to own or lease its properties and conduct its

business as described in the Registration Statement. Each of the subsidiaries of

the Company, as listed in Exhibit A hereto (collectively, the "Subsidiaries"),

has been duly organized and is validly existing as a corporation in good

standing under the laws of the jurisdiction of its incorporation, with corporate

power and authority to own or lease its properties and conduct its business as

described in the Registration Statement. The Subsidiaries are the only

subsidiaries, direct or indirect, of the Company. The Company and each of the

Subsidiaries are duly qualified to transact business and are in good standing in

all jurisdictions in which the conduct of their business requires such

qualification except where the failure to be so qualified or to be in good

standing would not have a material adverse effect on the condition (financial or

otherwise), properties, assets, liabilities, rights, operations, earnings,

business, management or prospects of the Company and its Subsidiaries taken as a

whole, whether or not arising from transactions in the ordinary course of

business (a "Material Adverse Effect"). The outstanding shares of capital stock

of each of the Subsidiaries have been duly authorized and validly issued, are

fully paid and non-assessable and to the extent shown in Exhibit A hereto are

wholly owned by the Company or another Subsidiary free and clear of all liens,

encumbrances and equities and claims except as otherwise disclosed in the

Prospectus; and no options, warrants or other rights to purchase, agreements or

other obligations to issue or other rights to convert any obligations into

shares of capital stock or ownership interests in the Subsidiaries are

outstanding.





                                       3

<PAGE>



            (e) The outstanding shares of Common Stock of the Company, including

all outstanding shares to be sold by the Selling Stockholders, have been duly

authorized and validly issued and are fully paid and non-assessable; other than

the rights to purchase 1/100 of a share of Series B Junior Participating

Preferred Stock, par value $0.01 per share issued pursuant to the Rights

Agreement, dated as of November 12, 1998 (the "Rights Agreement"), and as

otherwise described in the Registration Statement, no options, warrants or other

rights to purchase, agreements or other obligations to issue or other rights to

convert any obligations into shares of capital stock or ownership interests in

the Company are outstanding; the Company Shares and the Shares to be sold by the

Selling Stockholders following the exercise of stock options by them have been

duly authorized and, when issued and paid for as contemplated herein or in the

applicable stock option agreement, will be validly issued, fully paid and

non-assessable; and no preemptive rights of stockholders exist with respect to

any of the Shares or the issue and sale thereof. Neither the filing of the

Registration Statement nor the offering or sale of the Shares as contemplated by

this Agreement gives rise to any rights, other than those which have been waived

or satisfied, for or relating to the registration of any shares of Common Stock.

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