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                                                                 Exhibit 10.9(a)

                                   ADDENDUM #2
                                       TO
                         STANDARD INDUSTRIAL/COMMERCIAL
                        MULTI-TENANT LEASE - MODIFIED NET
                    BY AND BETWEEN RICHARD AND DONNA PIAZZA,
                 TRUSTEES OF THE PIAZZA FAMILY TRUST ("LESSOR")
                      AND SKECHERS U.S.A., INC. ("LESSEE")

THIS ADDENDUM shall modify, delete from and add and replace by substitution to
the STANDARD INDUSTRIAL/COMMERICAL MULTI-TENANT LEASE -- MODIFIED NET, dated
July 1, 1999, for the Premises commonly known as 1108 (1108B) Manhattan Avenue,
Manhattan Beach, California ("Lease"). Where any Article, Paragraph,
Subparagraph or Clause of the Lease thereof is modified or deleted by this
Addendum, the unaltered provisions of that Article, Paragraph, Subparagraph or
Clause shall remain in effect. If and to the extent that this Addendum is
inconsistent with the Lease, this Addendum shall control.

58. OPTION. Notwithstanding anything contained in the Lease to the contrary,
Lessee shall have an additional one (1) time option to extend the term of the
Lease for an additional five (5) years (i.e., March 1, 2007 to February 28,
20012) pursuant and subject to the terms, covenants and conditions of the lease,
except that the Base Rent shall be determined pursuant to Paragraph 50. Lessee
shall provide written notice to Lessor of Lessee's intention to extend the Lease
pursuant to this Option prior to the expiration of the Original Term at lease
one hundred eighty (180) days but not more than tow hundred seventy (270) days
prior to such expiration. All other provisions related to the payment of rent
under the terms of the Lease shall remain in full force and effect.

59. AUTHORIZATION FOR CONSTRUCTION. Lessor authorizes Lessee to commence
construction of the Tenant Improvements to the Premises in line with and subject
to the restriction contained hereinafter. In conjunction with this
authorization, Lessee acknowledges its sole responsibility for such construction
and hereby acknowledges Lessor's recordation of a Notice of Non Responsibility
by Owner in reference thereto.

60. CONSTRUCTION DURING LEASE. Lessee agrees not to make any changes that will
compromise or negate the Premises from its original purpose as a restaurant and
Lessee further agrees that during the Original Term and any Option Period
thereafter, Lessee shall not modify, improve or disturb the Premises such that
the applicable provision of the Site Operational Restrictions provided in
Condition 7 of the City of Manhattan Beach's Planning Commission Resolution
regarding the Master Use Permit ("MUO") approved November 9, 1994 per Resolution
PC-94 would be violated, a copy of which can be provided upon request ("City
Resolution"). Lessee further agrees to pay any fees or costs in order to
maintain temporary Conditional Use Permit ("CUP"), issued and approved pursuant
to Condition 31 of the aforementioned City Resolution, for office space on a
yearly basis, through the remainder of the Lease, including all Option Terms.

61. REVIEW OF PLANS. In order to ensure compliance with Paragraph 60 and in
addition to any provisions related hereto in the Lease, Lessee agrees to provide
Lessor with a copy of any plans, drawings, blueprints or other construction
documents which show the proposed improvements to the Premises ("Plans"). Lessee
shall have the right to review such Plans and reasonably object to any design or
specification which would conflict with or otherwise disturb the restrictions of
City Resolution.

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Piazza/GM
Addendum/Lease(1108)

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62. PROPERTY TAX. Notwithstanding anything in the Lease to the contrary, Lessee
agrees to pay any increase in property tax due to improvements made by Lessee.

63. ACKNOWLEDGMENT OF THE PARTIES. Lessor and Lessee acknowledge that the
parties have entered into separate Commercial Lease Agreements for those certain
portions of the Building commonly known as 1110 Manhattan Avenue, Manhattan
Beach, California ("Upstairs Space") and 1112 Manhattan Avenue, Manhattan Beach,
California. Said Leases have corresponding options to extend the original terms
of the Leases through 2012.

          IN WITNESS WHEREOF, the parties have executed this Sublease as of the
date first above written.

LESSOR:                                     LESSEE:

PIAZZA FAMILY TRUST                         SKECHERS U.S.A., INC.
DATED MARCH 1, 1993                         A DELAWARE CORPORATION

/s/ RICHARD J. PIAZZA                       /s/ PETER F. MOW
----------------------------------          ------------------------------------
RICHARD J. PIAZZA, TRUSTEE                  PETER F. MOW
                                            VICE PRESIDENT OF REAL ESTATE AND
                                            CONSTRUCTION
/s/ DONNA J. PIAZZA
----------------------------------
DONNA J. PIAZZA, TRUSTEE

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Piazza/GM
Addendum/Lease(1108)