**Exhibit 10.16(b)****SECOND AMENDMENT TO LEASE**     THIS SECOND AMENDMENT TO LEASE, dated this 14th day of May, 2002, betweenCABOT INDUSTRIAL PROPERTIES, L.P., a Delaware limited partnership (“Landlord”) and SKECHERSUSA, INC., a Delaware corporation (“Tenant”), for the premises located in the City of Ontario,County of San Bernardino, State of California, commonly known as 1777 S.Vintage Avenue (the“Premises”).**W I T N E S S E T H :**     **WHEREAS,**Landlord and Tenant entered into that certain Lease dated November 21, 1997 andthat certain First Amendment to Lease dated April 26, 2002 (hereinafter collectively referred toas the “Lease”); and     **WHEREAS,**Landlord and Tenant desire to clarify their agreement involving Tenant’s desire toreplace the existing warehouse lighting system and to amend the Lease as more fully set forthbelow.     **NOW, THEREFORE,**in consideration of the mutual covenants and conditions containedherein and other good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the parties agree as follows:1. Definitions. Unless otherwise specifically set forth herein, allcapitalized terms herein shall have the same meaning as set forth inthe Lease. 2. Warehouse Lighting.  Tenant intends to replace the lighting systemand fixtures servicing the warehouse portion of the Premises with anew system and fixtures (“Replacement Lighting System”). Incontracting for the Replacement Lighting System, Tenant intends toenter into an operating lease with a third party, at the end of whichTenant will have the option of purchasing the Replacement LightingSystem and to keep it in the Premises. If Tenant purchases theReplacement Lighting System, it is understood that it shall becomeproperty of Landlord and remain upon and be surrendered with thePremises at the expiration of the Term. If Tenant does not purchasethe Replacement Lighting System, Tenant shall restore the warehouselighting to the same condition as existed prior to Tenant’sinstallation of the Replacement Lighting System. 3. Incorporation.  Except as modified herein, all other terms andconditions of the Lease between the parties above described, shallcontinue in full force and effect. 4. Limitation of Landlord’s Liability.  It is expressly understood andagreed that none of Landlord’s covenants, undertakings or agreementsmade in this Amendment or the Lease are made or intended as personalcovenants, undertakings or agreements by Landlord, and anyliability of Landlord for damages for breach or nonperformanceby Landlord or otherwise arising under or in connection with thisAmendment or the Lease or the relationship of Landlord and Tenanthereunder, shall be collectible only out of Landlord’s interest inthe Land and the Building, in each case as the same may then beencumbered, and no personal liability is assumed by, nor at any timemay be asserted against, Landlord, or its shareholders, officers,directors, employees, agents, legal representatives, successors orassigns, all such liability, if any, being expressly waived andreleased by Tenant.IN WITNESS WHEREOF, Landlord and Tenant have executed the Amendment as of the day and yearfirst written above.           LANDLORD:   TENANT:             CABOT INDUSTRIAL PROPERTIES, L.P.,   SKECHERS USA, INC., a Delaware  a Delaware limited partnership   corporation             By: Cabot Industrial Trust, a Maryland real