Certificate of Incorporation

RESTATED


CERTIFICATE OF INCORPORATION


OF


QUIKSILVER, INC.


The undersigned, Robert B. McKnight, Jr. and Randall L. Herrel, Sr., certify that they are the Chief Executive Officer and Secretary, respectively, of Quiksilver, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and do hereby further certify as follows:


A. The name of the Company is QUIKSILVER, INC.


B. The original Certificate of Incorporation of the Company was filed in the office of the Delaware Secretary of State on October 24, 1986.


C. This Restated Certificate of Incorporation has been duly adopted by the Board of Directors and by the Stockholders of the Company in accordance with the applicable provisions of Section 242 and 245 of the General Corporation Law of the State of Delaware.


D. The text of the Certificate of Incorporation of the Company is hereby amended and restated to read in its entirety as follows:


FIRST: The name of this corporation is Quiksilver, Inc.
(hereinafter referred to as the "Company").


SECOND: The address of the Company's registered office in the
State of Delaware is 32 Loockerman Square, Suite L-100, Dover, County
of Kent, Delaware. The name of the Company's registered agent at that
address is United States Corporation Company.


THIRD: The purpose of the Company is to engage in any lawful
act or activity for which a corporation may be organized under the
General Corporation Law of Delaware.


FOURTH:


A. The total number of shares of all classes of stock tha ...