EXHIBIT 10.14(a)


                            FIRST AMENDMENT TO LEASE


     THIS FIRST AMENDMENT to Lease ("Amendment") is dated for reference
purposes April 26, 2002 and is entered into by and between PROLOGIS
CALIFORNIA I LLC ("Lessor"), and SKECHERS USA, INC. ("Lessee").


                                    RECITALS

     WHEREAS Lessor and Lessee executed that certain lease (the "Lease") dated
December 1, 1997 whereby Lessor leased to Lessee those certain Premises
comprised of approximately 127,799 square feet commonly known as Ontario
Distribution Center #4, 1661 S. Vintage Avenue, Ontario CA 91761 (the
"Premises"), and capitalized terms used and not otherwise defined herein shall
have the meanings given those terms in the Original Lease.

     WHEREAS Lessee and Lessor desire to amend the Lease pursuant to this First
Amendment to Lease.

     NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree to amend the Lease as follows:

     1.   Term: Pursuant to Section 3 of the Original Lease, the Term shall be
          extended for five (5) years commencing on December 1, 2002 and ending
          on November 30, 2007.

     2.   Base Rent: Pursuant to Section 4 of the Original Lease, the new Base
          Rent shall be in accordance with the following schedule:

               Period                        Monthly Base Rent
               Months 1 - 60                 $37,701

     3.   Option to Extend: Lessee shall have one (1) five (5) year Option to
          Extend the Lease pursuant to the same terms and conditions as the
          Second Option outlined in Paragraph 39.4 of the Original Lease.

     4.   Tenant Improvements: Lessor, at Lessor's sole cost and expense, shall
          perform the following improvements which shall commence at execution
          of the First Amendment to Lease: a) replace carpet in the north office
          pod with comparable carpet to the south office pod; b) seal coat the
          parking lot; c) re-stripe the parking lot and truck court; d) service
          the windows and repair any leaks; and e) HVAC units are currently in
          good condition, however, should any of the units need to be replaced
          during the Term, Lessor shall amortize the cost over the useful life
          and Lessee shall pay the prorated amount for as long as they occupy
          the building.

     5.   Other Terms & Conditions: Except as expressly amended by this First
          Amendment to Lease, all other terms and conditions of the Lease shall
          remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have signed this FIRST Amendment
     to Lease as of the day and year first above written.


     LESSOR                                             LESSEE

     PROLOGIS CALIFORNIA I LLC                          SKECHERS USA, INC.
     BY PROLOGIS TRUST, ITS MANAGING MEMBER

     By   /S/ Ned K. Anderson                           By D. Weinberg
        --------------------------                         --------------------
     Name:   Ned K. Anderson                            Name:  /s/ D. Weinberg
                                                              -----------------
     Title:  Managing Director                          Title:   CFO
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     Date:   4/25/02                                    Date:    4-18-02
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