3,500,000 Shares(1)



                           Deckers Outdoor Corporation



                                  Common Stock



                                ($.01 Par Value)





                          EQUITY UNDERWRITING AGREEMENT





                                                                  April __, 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.



         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)



---------------



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

     over-allotments.

<PAGE>

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





                                       2

<PAGE>

state any material fact required to be stated therein or necessary to make the

statements therein 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.



                  (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





                                       3

<PAGE>

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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