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                                                                Exhibit 10.13(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/COMMERCIAL MULTI-TENANT LEASE - MODIFIED NET, dated June
12, 1998, for the Premises commonly known as 1112 Manhattan Avenue, Manhattan
Beach, California ("Lease"). Where any Article, Paragraph, Subparagraphor 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.

     62.  ADDITIONAL SPACE. The additional patio space of approximately 297
          square feet shall be rented at a rate of $3.00 per square foot/per
          month for a total $891.00 per month, and which shall be added to and
          become a part of the Premises and effective as of March 1, 2002.

     63.  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, 2012) 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 least one
          hundred eighty (180) days but not more than two 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.

     64.  AUTHORIZATION FOR CONSTRUCTION. Lessor authorizes Lessee to commence
          construction of the Tenant Improvements to the Premises in line with
          and subject to the restrictions 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 NonResponsibility by Owner in reference thereto.

     65.  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 ("MUP") approved November 9, 1994 per Resolution PC-94
          would be

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          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 Lease, including all Option Terms.

     66.  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.

     67.  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.

     68.  ACKNOWLEDGMENT OF THE PARTIES. Lessor and lessee acknowledge that
          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
          1108 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)