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                                                                EXHIBIT 10.10(h)

                 SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

         This Sixth Amendment to that certain Amended and Restated Loan and
Security Agreement ("Amendment") is made and entered into as of June 12, 2002,
by and between Skechers U.S.A., Inc. ("Borrower") and The CIT Group/Commercial
Services, Inc. ("CIT"), successor by purchase to the Commercial Services
Division of Heller Financial, Inc., as Agent and as Lender ("Agent"). All
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Amended and Restated Loan and Security Agreement.

         WHEREAS, Agent and Borrower are parties to a certain Amended and
Restated Loan and Security Agreement, dated September 4, 1998 and all amendments
thereto (the "Agreement"); and

         WHEREAS, Borrower and Agent desire to amend the Agreement as
hereinafter set forth;

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                              SECTION 1. AMENDMENT

1.1      Delete the first paragraph of subsection 2.1(B) of the Agreement in its
         entirety and substitute the following:

         (B) Revolving Loan: Each Lender, severally, agrees to lend to Borrower
             from time to time its Pro Rata Share of each Revolving Advance. The
             aggregate amount of all Revolving Loan Commitments shall not exceed
             at any time $200,000,000 as reduced by subsection 2.4(B). Amounts
             borrowed under this subsection 2.1(B) may be repaid and reborrowed
             at any time prior to the earlier of (i) the termination of the
             Revolving Loan Commitment pursuant to subsection 8.3 or (ii) the
             Termination Date; provided, however that Borrower shall reduce the
             Revolving Loan to an amount not greater than the Cleanup Amount for
             at least one Business Day each consecutive twenty-one (21) day
             period. Except as otherwise provided herein, no Lender shall have
             any obligation to make a Revolving Advance to the extent such
             Revolving Advance would cause the Revolving Loan (after giving
             effect to any immediate application of the proceeds thereof) to
             exceed the Maximum Revolving Loan Amount.

1.2      Delete subsection 2.1(B)(2) of the Agreement in its entirety and
         substitute the following:

             (2)  "Borrowing Base" means, as of any date of determination, an
                  amount equal to the sum of (a) 85% of Eligible Accounts plus
                  (b) the lesser of (i) $100,000,000 and (ii) 60% of Eligible
                  Inventory (excluding Eligible Retail Inventory) plus (c) the
                  lesser of (i) $2,000,000 and (ii) fifty percent (50%) of the
                  Eligible Retail Inventory plus (d) the Overadvance Amount; and
                  less (e) in each case such reserves as Agent in its reasonable
                  discretion may elect to establish.

1.3      Add the following at the end of the definition of "Eligible Accounts"
         set forth in Section 2.1(C) of the Agreement:

             Borrower, Agent and the Lenders hereby agree that with respect to
             determining eligibility of Accounts arising from Borrower's rights
             to payment under that certain Credit Approved Receivables
             Purchasing Agreement dated as of May 31, 2000 between CIT and
             Borrower, as amended (the "CARPA"), the foregoing criteria shall be
             applied to the underlying Account purchased by CIT from Borrower
             pursuant to the CARPA arising from the sale of goods or the
             rendering of services by Borrower.

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1.4      Delete Section 9.5(B) of the Agreement in its entirety and substitute
         the following:

                  (B)      Each Lender may sell participations in all or any
             part of any Loans made by it to another Person; provided that, any
             such participation shall be in a minimum amount of $5,000,000; and
             provided further, that, all amounts payable by Borrower hereunder
             shall be determined as if that Lender had not sold such
             participation. Borrower hereby acknowledges and agrees that the
             participant under each participation shall for purposes of
             subsections 2.8, 2.9, 2.10, 9.6 and 10.2 be considered to be a
             "Lender". No such participant shall sell, pledge, assign,
             sub-participate or otherwise transfer its rights or duties under
             its participation agreement, without the prior written consent of
             Agent and Borrower; except to a parent, subsidiary or affiliate of
             such participant upon prior written notice to Agent and no such
             sale, pledge, assignment, sub-participation or other transfer shall
             release such participant from its obligations and liabilities under
             the Participation Agreement. Notwithstanding the foregoing, in the
             event of a sale of substantially all of the loan portfolio of any
             such participant to another financial institution, such participant
             may with thirty (30) days notice to Agent sell or assign or
             otherwise transfer its rights or duties under its participation
             agreement to such financial institution.

1.5      Delete the definition of "Accounts" set forth in Section 11.1 of the
         Agreement in its entirety and substitute the following:

                  "Accounts" means all "accounts" (as defined in the UCC),
             accounts receivable, contract rights and general intangibles
             relating thereto, notes, drafts and other forms of obligations owed
             to or owned by Borrower arising or resulting from the sale of goods
             or the rendering of services, whether or not earned by performance,
             including, without limitation, any rights to payment under that
             certain Credit Approved Receivables Purchasing Agreement dated as
             of May 31, 2000 between CIT and Borrower, as amended.

1.6      Delete the definition of "Letter of Credit Reserve" set forth in
         Section 11.1 of the Agreement in its entirety and substitute the
         following:

                  "Letter of Credit Reserve" means, at any time, an amount equal
             to (a) 50% of the aggregate amount of Letter of Credit Liability to
             the extent that such amount is $1,000,000 or less, plus (b) 75% of
             the aggregate amount of Letter of Credit Liability to the extent
             that such amount exceeds $1,000,000, plus (c) without duplication,
             the aggregate amount theretofore paid by Agent or any Lender under
             Lender Letters of Credit and not debited to the Loan Account
             pursuant to subsection 2.1(G)(2) or otherwise reimbursed by
             Borrower.

1.7      Add the following definition of "Tangible Net Worth" to Section 11.1 of
         the Agreement in proper alphabetical order:

                  "Tangible Net Worth" of any Person means as of any date, an
             amount equal to: (a) Net Worth of such Person; less (b) Intangible
             Assets of such Person; less (c) prepaid expenses of such Person in
             excess of $250,000; less (d) all obligations owed to such Person by
             any Affiliate of such Person or any of its Subsidiaries; and less
             (e) all loans by such Person to its officers, stockholders,
             Subsidiaries or employees (determined in each case in conformity
             with GAAP); plus (f) the outstanding amount of Subordinated Debt.

1.8      Add the Financial Covenants Rider attached hereto as the "Financial
         Covenants Rider" to the Agreement and reinsert all references in the
         Agreement to the Financial Covenants Rider or the financial covenants
         represented thereby previously deleted by the Fifth Amendment to Loan
         and Security Agreement dated as of July 11, 2001 between CIT and
         Borrower.

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                      SECTION 2. RATIFICATION OF AGREEMENT

2.1      To induce CIT to enter into this Amendment, Borrower represents and
         warrants that after giving effect to this Amendment, no violation of
         the terms of the Agreement exist and all representations and warranties
         contained in the Agreement are true, correct and complete in all
         material respects on and as of the date hereof.

2.2      Except as expressly set forth in this Amendment, the terms, provisions
         and conditions of the Agreement are unchanged, and said Agreement, as
         amended, shall remain in full force and effect and is hereby confirmed
         and ratified.

                             SECTION 3. COUNTERPARTS

         This Amendment may be executed in any number of counterparts, and all
such counterparts taken together shall be deemed to constitute one and the same
instrument. Signature pages may be detached from counterpart documents and
reassembled to form duplicate executed originals. This Amendment shall become
effective as of the date hereof upon the execution of the counterparts hereof by
Borrower, Guarantor and CIT.

                            SECTION 4. GOVERNING LAW

         THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

               SECTION 5. ACKNOWLEDGMENT AND CONSENT BY GUARANTORS

         Each Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms thereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Guarantor under its respective guaranty shall not be impaired or affected and
the guaranties are, and shall continue to be, in full force and effect and are
hereby confirmed and ratified in all respects.

         Witness the execution hereof by the respective duly authorized officers
of the undersigned as of the date first above written.

                                              THE CIT GROUP/COMMERCIAL SERVICES,
                                              INC., as Agent and as Lender

                                              By: /s/ William F. Elliott
                                                  ------------------------------
                                              Title: Vice President

                                              SKECHERS U.S.A., INC.

ATTEST:

   /s/ Philip Paccione                        By: /s/ David Weinberg
-------------------------------                   ------------------------------
Secretary                                     Title: Chief Financial Officer

(SIGNATURES CONTINUED ON PAGE 3)

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                                   GUARANTOR:

                                              SKECHERS USA, INC. II,
                                              a Delaware corporation

                                              By: /s/ David Weinberg
                                                  ------------------------------
                                              Title: Chief Financial Officer

                                              SKECHERS BY MAIL, INC.,
                                              a Delaware corporation

                                              By: /s/ Philip Paccione
                                                  ------------------------------
                                              Title: Corporate Secretary

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                            FINANCIAL COVENANTS RIDER

This Financial Covenants Rider is attached and made a part of that certain
Amended and Restated Loan and Security Agreement, dated as of September 4, 1998
and entered into among Borrower, Agent and Lenders.

Tangible Net Worth. Borrower shall maintain Tangible Net Worth of at least
$125,000,000 at all times.

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