Exhibit 10.18



LOGO



AMENDMENT NO. 3 TO LOAN AGREEMENT



This Amendment No. 3 (the Amendment) dated as
of November 1, 2004 is between Bank of America, N.A. (the Bank) and K-Swiss Inc. (the Borrower).



RECITALS



A. The Bank and the Borrower entered into a certain Business Loan Agreement dated as of July 1, 2001 (together with any previous amendments, the
Agreement).



B. The Bank and the Borrower desire to
amend the Agreement.



AGREEMENT



1. Definitions. Capitalized terms used but not defined in this
Amendment shall have the meaning given to them in the Agreement.



2. Amendments. The Agreement is hereby amended as follows:



(a) In paragraph number 7.8, entitled Treasury Stock Purchase, the amount Thirty Million Dollars ($30,000,000) is changed to One Hundred Million Dollars ($100,000,000).



3. Representations and Warranties. When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Agreement except those events, if any, that have been disclosed in writing to the
Bank or waived in writing by the Bank, (b) the representations and warranties in the Agreement are true as of the date of this Amendment as if made on the date of this Amendment, (c) this Amendment does not conflict with any law, agreement, or
obligation by which the Borrower is bound, and (d) this Amendment is within the Borrowers powers, has been duly authorized, and does not conflict with any of the Borrowers organizational papers.



4. Effect of Amendment. Except as provided in this Amendment, all of
the terms and conditions of the Agreement shall remain in full force and effect.



5. Counterparts. This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.



6. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT
EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND
CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D)
THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.



---

This Amendment is executed as of the date stated at the beginning of this Amendment.



|             |  |                                           |  |     |  |                  
|------------ |  | ----------------------------------------- |  | --- |  | -----------------
|Borrower:    |  | Bank:                                    
|             | 
|K-Swiss Inc. |  | Bank of America, N.A.                    
|             |  |                                           | 
|By:          |  | /s/ George Powlick                        |  | By: |  | /s/ M. Pastor    
|             |  | George Powlick, Vice President &
Director |  |     |  | Authorized Signer



2