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                                                                    Exhibit 10.3


                              AMENDMENT NUMBER ONE
                                       TO
                           THE EDWIN LEWIS BONUS PLAN


         This Amendment Number One to The Edwin Lewis Bonus Plan is dated as of
July 1, 2002.

                                    RECITALS
                                    --------

         1. The Edwin Lewis Bonus Plan (the "Plan") was approved by the Mossimo,
Inc. (the "Company") stockholders on June 3, 2002.

         2. Pursuant to Section IX of the Plan, the Board of Directors may amend
the Plan from time to time.

         3. The Board of Directors upon recommendation of its Compensation
Committee believes it is in the best interest of the Company and its
stockholders to amend the Plan in accordance with the terms of this Amendment
Number One, the form of which has been approved by the Board of Directors.

                                    AMENDMENT
                                    ---------

         SECTION 1. The first sentence of Section IV is amended and restated in
full to read as follows:

                  "At the discretion of the Compensation Committee of the Board
                  of Directors as provided in Section VIII, Executive shall be
                  eligible to earn an annual bonus (the "Annual Bonus") based on
                  the achievement of the Performance Objectives by the Company,
                  as determined by the Compensation Committee (the "Committee")
                  of the Board. The Annual Bonus for any year shall not exceed
                  the amount set forth in the Performance Objectives for such
                  year."

         SECTION 2. Section VIII is amended and restated in full to read as
follows:

                  "VIII. AWARD AND PAYMENT OF ANNUAL BONUS.

                  Each fiscal quarter of the Company the Committee will
                  determine whether the Executive has achieved the Performance
                  Objectives pro rated for the fiscal quarter taking into
                  account such measures and estimates as it deems reasonable.
                  The Committee shall then determine in its sole and absolute
                  discretion whether notwithstanding the Executive's
                  satisfaction of the Performance Objectives for the final
                  quarter of the fiscal year the Executive will be paid any or
                  all (or a portion) of the Annual Bonus. In making its
                  determination, the Committee shall consider among other things


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                  the same criteria set forth in Section IV and the fiscal year
                  to date performance of the Company as a whole. The Committee
                  shall make its determinations required by this Section VIII
                  within 45 days of the end of the fiscal quarter and within 60
                  days of the end of the final quarter of the fiscal year. All
                  or portions of the Annual Bonuses awarded shall be paid to
                  Executive in cash at the sole and absolute discretion of the
                  Committee, and subject to approval by the Board of Director of
                  the Company"

         SECTION 3. The first sentence of Section X is amended in full and
restated to read as follows:

                  "The Company may upon the approval of the Committee advance a
                  portion of the Annual Bonus with respect to a contract year on
                  a quarterly basis during such Contract Year. Any advance shall
                  be made no earlier than thirty (30) days of receipt of payment
                  by the Company from Target Corporation pursuant to the Mossimo
                  License Agreement with Target Stores, a division of Target
                  Corporation, as Minnesota corporation ("Target"), dated as of
                  March 28, 2000, as amended by the Amendment to License and
                  Design Services Agreement entered into as of April 25, 2002
                  (the "License and Design Services Agreement").

         SECTION 4. This Amendment shall take effect as of May 15, 2002. Through
May 15, 2002 the terms of the Bonus Plan shall be applied without giving effect
to this Amendment, subject to approval of this Amendment by the Board of
Directors. No payment shall be made under the Plan until this Amendment is so
approved.

         SECTION 5. Except as provided in this Amendment Number One, the
provisions, terms and conditions of the Plan shall remain in full force and
effect

                                                     Mossimo, Inc.

                                                     /S/ GIA CASTROGIOVANNI
                                                     ---------------------------
                                                     Secretary


ACKNOWLEDGED AND AGREED:


/S/ Edwin Lewis
------------------------
Edwin Lewis


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