1 EXHIBIT 10.17 THIS LEASE, dated this 11th day of JUNE, 1998 by and between DOLORES L. MC NABB (hereinafter "Landlord"), and SKECHERS USA, INC. a California Corporation (hereinafter "Tenant"). W I T N E S S E T H: ARTICLE 1. PREMISES LEASED. In...

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                                                                   EXHIBIT 10.17


        THIS LEASE, dated this 11th day of JUNE, 1998 by and between XXXXXXX 
X. XX XXXX (hereinafter "Landlord"), and SKECHERS USA, INC. a California 
Corporation (hereinafter "Tenant").


                              W I T N E S S E T H:

ARTICLE 1.  PREMISES LEASED.

        In consideration of the rent and other charges herein specified to be 
paid and the covenants and conditions to be observed and performed by Tenant, 
Landlord does hereby lease to Tenant and Tenant does hereby lease from Landlord 
those premises hereinafter referred to as "said premises," within the office 
building commonly known and designated as Office #3 on the 1st floor of the 
North Building and Office #9 on the 1st floor of the South Building, 904 
Manhattan Avenue, Manhattan Beach California.

ARTICLE 2.  TERM OF LEASE AND DELIVERY OF PREMISES.

        The term of this Lease shall be for Five (5) years commencing on the 1st
day of July, 1998, and ending on the 30 day of June 2003. OPTIONS TO EXTEND --
See Paragraph A on Exhibit "A" attached hereto.

        If Landlord, for any reason whatsoever, cannot deliver possession of 
the said premises to Tenant within ___ days after the commencement of the term 
hereof, this Lease shall not be void or voidable, nor shall Landlord be liable 
to Tenant for any loss or damage resulting therefrom, but in that event all 
rent shall be abated during the period between the commencement of the said 
term and the time when Landlord delivers possession.

ARTICLE 3.  RENT.

                                See Exhibit "A"






ARTICLE 4.  USE.

        Said premises shall be occupied and used by Tenant solely for the 
purposes of conducting therein the business stated in Exhibit "A". In addition 
thereto:

A.  No use shall be made or permitted of said premises or any part thereof, nor 
acts done which shall constitute a nuisance or unreasonable annoyance to other 
tenants in the office park complex nor which shall violate, make inoperative or 
increase the existing rate of any insurance policy held by or for the benefit 
of Landlord.




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     B. Tenant shall at all times comply with all governmental rules,
regulations, ordinances, statutes and laws now in force or which may hereafter
be enforced pertaining to said premises and to Tenant's use thereof, and a
finding of guilty by a competent court for any violation thereof shall be
conclusively deemed a default  under this paragraph.

ARTICLE 5. LANDLORD SERVICES.

     Landlord will provide services during reasonable hours of generally
recognized business days, to be determined by Landlord, and subject to the rules
and regulations as set forth in Exhibit "A", as follows:

     A. Heat and air-conditioning during the customary hours as stipulated in
the Rules and Regulations.

     B. Electric current for ordinary lighting requirements and for ordinary
business appliances such as typewriters and adding machines. Landlord shall not
be required to furnish electrical power to operate electrical motors of larger
than fractional horsepower. Landlord shall make additional charges for service
if Tenant has greater than normal requirements for such services.

     C. Tenant shall pay for all water, gas, electricity, light, power and other
utilities supplied to the Premises, together with any taxes thereon. If any such
services are not separately metered to Tenant, Tenant shall pay a reasonable
proportion to be determined by Landlord of all charges jointly metered with
other premises.

Replacement of fluorescent tubes in the standard lighting fixtures installed in
the premises by Landlord shall be provided as required and billed to Tenant.

     Landlord, however, shall not be liable for failure to furnish any of the
foregoing where such failure is caused by conditions beyond the control of
Landlord or by accidents, repairs or strikes; nor shall such failure constitute
an eviction; nor shall Landlord be liable under any circumstances except where
caused by Landlord's negligence, for loss or damage to property however
occurring through or in connection with or incidental to the furnishing of any
of the foregoing.

ARTICLE 6. PARKING.  SEE EXHIBIT "A"

     Landlord agrees at its own expense to construct and maintain, or cause to
be constructed and maintained, an automobile parking area and to maintain and
operate, or cause to be maintained and operated, said automobile parking area
during the term of this Lease for the benefit and use of Tenant, its employees,
customers and patrons and for other tenants and occupants of the office complex.
Wherever the words "automobile parking area" are used in this Lease, it is
intended that the same shall include the automobile parking stalls, driveways,
entrances and exits and sidewalks, pedestrian passageways in conjunction
therewith and other areas designated for parking. Landlord shall keep said
automobile parking area in a neat, clean and orderly condition, landscaped, and
shall repair any damage to the facilities thereof. Nothing contained herein
shall be deemed to create liability upon Landlord for any damage to motor
vehicles of customers or employees or from loss of property from within such
motor vehicles, unless caused by the negligence of Landlord, its agents,
servants and employees. Landlord shall also have the right to establish, and
from time to time change, alter and amend, and to enforce against all users of
said automobile parking area such reasonable rules and regulations (tenant, its
employees, customers and patrons from parking within specific portions
therefrom) as may be deemed necessary and advisable for the proper and efficient
operation and maintenance of said automobile parking area. The rules and
regulations herein provided shall include, without limitation, the hours during
which the automobile parking area shall be open for use.

     Landlord shall at all times during the term of this Lease have the sole and
exclusive control of the automobile parking area, and may at any time and from
time to time during the term hereof exclude and restrain any person from use or
occupancy thereof; excepting, however, bona fide customers, patrons and
service-suppliers of Tenant and other tenants of Landlord who make use of said
area in accordance with any rules and regulations established by Landlord from
time to time with respect thereto. The rights of Tenant referred to in this
Article shall at all times be subject to the rights of Landlord and the other
tenants of Landlord, to use the same in common with Tenant, and it shall be the
duty of Tenant to keep all of said area free and clear of any obstruction
created or permitted by Tenant or resulting from Tenant's operations and to
permit the use of any of said area only for normal parking and ingress and
egress by said customers, patrons and service-suppliers to and from the office
park complex.

     Tenant shall assume sole responsibility for satisfying the requirements of
the Environmental Protection Agency, or similar agencies, with respect to their
proportionate share of the parking areas.


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ARTICLE 7. ALTERATIONS AND REPAIRS.

     Tenant shall not make or suffer to be made any alterations, additions or
improvements to or of said premises or any part thereof without the written
consent of Landlord first had and obtained and any alterations, additions or
improvements to or of said premises, except movable furniture and trade
fixtures, shall at once become a part of the realty and belong to Landlord. In
the event Landlord consents to the making of any alteration, additions or
improvements to said premises by Tenant, the same shall be made by Tenant at
Tenant's sole cost and expense and any contractor or person selected by Tenant
to make the same must first be approved of in writing by Landlord. Upon the
expiration or sooner termination of the term, Tenant shall, upon demand by
Landlord, at Tenant's sole cost and expense, forthwith and with all due
diligence remove any alterations, additions or improvements made by Tenant,
designated by Landlord to be removed, and Tenant shall forthwith and with all
due diligence at its sole cost and expense, repair any damage caused by such
removal.

     By entry hereunder, Tenant accepts the premises as being in good, sanitary
order, condition and repair. Tenant shall at Tenant's sole cost and expense keep
said premises and every part thereof including glass in good condition and
repair, damage thereto by fire, earthquake, act of God or the elements excepted,
Tenant hereby waiving all rights to make repairs at the expense of Landlord as
provided by any law, statute or ordinance now or hereafter in effect. Tenant
shall, upon the expiration or sooner termination of the term hereof, surrender
said premises to Landlord in the same condition as when received, ordinary wear
and tear and damage by fire, earthquake, act of God or the elements excepted. It
is specifically understood and agreed that Landlord has no obligation and has
made no promises to alter, remodel, improve, repair, decorate or paint said
premises or any part thereof and that no representations respecting the
conditions of said premises or the building of which said premises are a part
have been made by Landlord to Tenant except as specifically herein set forth.

SEE EXHIBIT "A"

ARTICLE 8. CHANGES OR ALTERATIONS BY LANDLORD.

     Landlord reserves the right at any time and from time to time without the
same constituting an actual or constructive eviction and without incurring any
liability to Tenant therefor or otherwise affecting Tenant's obligations under
this Lease, to make such changes, alterations, additions, improvements, repairs
or replacements in or to the office complex (including said premises if required
so to do by any law or regulation) and the fixtures and equipment thereof, as
well as in or to the plenum area (air space above the ceiling), and stairways
thereof, as Landlord may deem necessary or desirable, and to change the
arrangement or location of entrances or passageways, doors and corridors,
provided, however, that there be no unreasonable obstruction of the right of
access to, or unreasonable interference with the use and enjoyment of said
premises by Tenant.

ARTICLE 9. LANDLORD'S NONLIABILITY.

     Landlord shall not be liable for any loss or damage to the goods, wares,
merchandise and other property of Tenant in, upon or about said premises or for
any injury to the person (including death) of Tenant or its employees, agents
subtenants or invitees or other persons, caused by any use thereof, or arising
from any accident or fire or other casualty thereon or from any other cause
whatsoever, unless caused by Landlord's negligence, nor shall Landlord be liable
for any such loss, damage or injury occurring anywhere in the office park
complex and caused by the act or neglect of Tenant, its agents or employees; and
Tenant hereby waives on its behalf all claims against Landlord for any such
loss or injury and hereby agrees to indemnify and save Landlord harmless from
all liability for any such loss, damage or injury and in the event action is
brought against Landlord on account of such loss, damage or liability and
Landlord elects not to accept Tenant's proffered defense of such action, Tenant
shall nevertheless pay the cost of Landlord's reasonable attorney's fees
incurred in connection therewith.

ARTICLE 10. INSURANCE.

     All insurance provided for herein shall name Landlord as an additional
insured as its interest may appear. Policies will provide a 30-day written
notice to Landlord in the event of cancellation by Tenant's insurance company.

     Tenant agrees to maintain statutory Workmen's Compensation Insurance and
comprehensive public liability insurance with the following minimum limits:
combined single limit coverage of not less than $1,000,000 with respect


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to personal injury, death or property damage resulting from any one occurrence;
the minimum limits shall not, however, limit the liability of Tenant hereunder.

     It shall be Tenant's responsibility to maintain full "ALL RISK" insurance
on its property and rental value and glass insurance on said premises.

     It shall be Landlord's responsibility to insure said premises against fire
and extended coverage damage.

     So long as their respective insurers so permit, Tenant and Landlord hereby
mutually waive their respective rights of recovery against each other for any
loss insured by fire, extended coverage and other property insurance policies
existing for the benefit of the respective party. Each party shall obtain any
special endorsements, if required by their insurer, to evidence compliance with
the aforementioned waiver.

     Certificates of insurance stating the above will be provided to Landlord by
Tenant.

ARTICLE 11.  ASSIGNMENT AND SUBLETTING.

     A. Tenant shall not transfer or assign this Lease, or any right or interest
hereunder, nor sublet said premises or any part thereof, without the prior
written consent (which consent shall not be unreasonably withheld) and approval
of Landlord provided, however, that such consent shall not be unreasonably
withheld so long as (i) the proposed assignee or sublessee is as financially and
morally responsible as Tenant and (ii) evidence satisfactory to Landlord is
offered to show that the proposed assignee or sublessee is likely to conduct on
said premises a business of a quality substantially equal to that conducted by
Tenant. No transfer or assignment, whether voluntary or involuntary, by
operation of law, under legal process or proceedings, by receivership, in
bankruptcy, or otherwise, and no subletting shall be valid or effective without
such prior written consent and approval. Should Tenant attempt to make or suffer
to be made any such transfer, assignment or subletting, except as aforesaid, or
should any of Tenant's rights under this Lease be sold or otherwise transferred
by or under court order or legal process or otherwise, or should Tenant be
adjudged insolvent or bankrupt, then and in any of the foregoing events Landlord
may, at its option, terminate this Lease forthwith by written notice thereof to
Tenant. Should Landlord consent to any such transfer, assignment or subletting,
such consent shall not constitute a waiver of any of the restrictions of this
Article and the same shall apply to each successive transfer, assignment or
subletting hereunder, if any.

     B. If Tenant hereunder is a corporation, an unincorporated association, or
a partnership, the transfer, assignment or hypothecation of any stock or
interest in such corporation, association or partnership in the aggregate in
excess of Forty-nine per cent (49%) shall be deemed an assignment within the
meaning and provisions of this Article; provided, however, a transfer or
assignment of any such stock or interest by a shareholder or member to his
spouse, children or grandchildren is excepted from the foregoing provision.

ARTICLE 12.  RIGHT OF ENTRY.

     Landlord reserves and shall at any time and at all times have the right to
enter upon said premises to inspect the same, and perform any service to be
provided by Landlord to Tenant hereunder, to submit said premises to prospective
purchasers or tenants, to post notices of nonresponsibility, and to alter,
improve or repair said premises and any portion of the building of which said
premises are a part, without abatement of rent, and may for that purpose erect
scaffolding and other necessary structures where reasonably required by the
character of the work to be performed, always providing the entrance to said
premises shall not be blocked thereby, and further providing that the business
of Tenant shall not be interfered with unreasonably. Tenant hereby waives any
claim for damages for any injury or inconvenience to or interference with
Tenant's business, any loss of occupancy or quiet enjoyment of said premises,
and any other loss occasioned thereby. For each of the aforesaid purposes,
Landlord shall at all times have and retain a key with which to unlock all of
the doors in, upon and about said premises, excluding Tenant's vaults and safes,
and Landlord shall have the right to use any and all means which Landlord may
deem proper to open said doors in an emergency, in order to obtain entry to said
premises, and any entry to the premises obtained by Landlord by any of said
means, or otherwise, shall not under any circumstances, be construed or deemed
to be a forcible or unlawful entry into, or a detainer of, said premises, or an
eviction of Tenant from said premises or any portion thereof.


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ARTICLE 13. BANKRUPTCY-INSOLVENCY.

     Tenant agrees that in the event all or substantially all of Tenant's assets
are placed in the hands of a receiver or trustee, and such receivership or
trusteeship continues for a period of 30 days, or should Tenant make an
assignment for the benefit of creditors or be adjudicated a bankrupt, or should
Tenant institute any proceedings under the Bankruptcy Act or under any amendment
thereof which may hereafter be enacted, or under any other act relating to the
subject of bankruptcy wherein Tenant seeks to be adjudicated a bankrupt, or to
be discharged of its debts, or to effect a plan of liquidation, composition or
reorganization, or should any involuntary proceeding be filed against the Tenant
under any such bankruptcy laws and Tenant consents thereto or acquiesces therein
by pleading or default, then this Lease or any interest in and to said premises
shall not become an asset in any of such proceedings and, in any such event and
in addition to any and all rights or remedies of Landlord hereunder, or by law
provided, it shall be lawful for Landlord to declare the Term hereof ended and
to re-enter said premises and take possession thereof and remove all persons
therefrom, and Tenant shall have no further claim thereon or hereunder.

ARTICLE 14. LIENS.

     Tenant shall not permit to be enforced against said premises, or any part
thereof, any mechanics', materialmen's, contractors' or other liens arising
from, or any claims for damages growing out of, any work of repair or alteration
as herein authorized or otherwise arising (except from the actions of Landlord),
and Tenant shall pay or cause to be paid all of said liens and claims before any
action is brought to enforce the same against Landlord or said premises; and
Tenant agrees to indemnify and hold Landlord and said premises free and harmless
from all liability for any and all such liens and claims and all costs and
expenses in connection therewith. Tenant shall give Landlord no less than 20
days prior notice in writing before commencing construction of any kind on the
premises so that Landlord may post notices of nonresponsibility.

ARTICLE 15. LANDLORD PAYING CLAIMS.

     Should Tenant fail to pay and discharge, when due and payable, any tax or
assessment, or any premium or other charge in connection with any insurance
policy or policies which Tenant is obligated to pay, or any lien or claim for
labor or material employed or used in, or any claim for damages arising out of
the repair, alterations, maintenance and use of said premises, as provided in
this Lease, after 10 days written notice from Landlord, the Landlord may, at its
option, and without waiving or releasing Tenant from any of Tenant's obligations
hereunder, pay any such tax, assessment, lien, claim, insurance premium or
charge, or settle or discharge any action therefor or satisfy any judgment
thereon. All costs, expenses and other sums, incurred or paid by Landlord in
connection therewith, together with interest at the rate of 10% per annum on
such costs, expenses and sums from the date incurred or paid by Landlord, shall
be deemed to be additional rent hereunder and shall be paid by Tenant with and
at the same time as the next installment of rent hereunder, and any default
therein shall constitute a breach of the covenants and conditions of this Lease.

ARTICLE 16. DESTRUCTION OF PREMISES.

     A.   In the event the building of which said premises are a part is damaged
by fire, or perils covered by insurance, the Landlord shall:

          1)   In the event of total destruction, within a period of 90 days
thereafter, commence repair, reconstruction and restoration of said building and
prosecute the same diligently to completion, in which event this Lease shall
continue in full force and effect; or within said 90 day period elect not to so
repair, reconstruct or restore said building, in which event this Lease shall
cease and terminate. In either event, Landlord shall give the Tenant written
notice of its intention within said 90 day period. In the event Landlord elects
not to restore said building, this Lease shall be deemed to have terminated as
of the date of such total destruction.

          2)   In the event of partial destruction of the building to an extent
not exceeding 25% of the full insurable value thereof and if the damage thereto
is such that the building may be repaired, reconstructed or restored within a
period of 90 days from the date of the happening of such casualty and Landlord
will receive insurance proceeds sufficient to cover the costs of such repairs,
Landlord shall commence and proceed diligently with the work of repair,
reconstruction and restoration and the Lease shall continue in full force and
effect; or if such work 

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of repair, reconstruction and restoration is such as to require a period longer
than 90 days or exceed 25% of the full insurable value thereof, or if said
insurance proceeds will not be sufficient to cover the cost of such repairs,
Landlord may either elect to so repair, reconstruct and restore and the Lease
shall continue in full force and effect, or Landlord may elect not to repair,
reconstruct and restore and the Lease shall in such event terminate. Under any
of the conditions of this subparagraph, Landlord shall give written notice to
Tenant of its intention within the period of 90 days. In the event Landlord
elects not to restore said building, this Lease shall be deemed to have
terminated as of the date of such partial destruction.

     B.   Upon any termination of this Lease under any of the provisions of 
this Article, the parties shall be released thereby without further obligation 
to the other coincident with the surrender of possession of the premises to 
Landlord except for items which have theretofore accrued and are then unpaid.

     C.   In the event of repair, reconstruction and restoration as herein 
provided, the rental provided to be paid under this Lease shall be abated 
proportionately in the ratio which the Tenant's use of said premises is 
impaired during the period of such repair, reconstruction or restoration. 
Tenant shall not be entitled to any compensation or damages for loss in the use 
of the whole or any part of said premises and/or any inconvenience or annoyance 
occasioned by any such damage, repair, reconstruction or restoration.

     D.   Tenant shall not be released from any of its obligations under this 
Lease except to the extent and upon the conditions expressly stated in this 
Article. Notwithstanding anything to the contrary contained in this Article, 
should Landlord be delayed or prevented from repairing or restoring said 
damaged premises within one (1) year after the occurrence of such damage or 
destruction by reason of acts of God, war, governmental restrictions, inability 
to procure the necessary labor or materials, or other cause beyond the control 
of Landlord, Landlord shall be relieved of its obligation to make such repairs 
or restoration and Tenant shall be released from its obligations under this 
Lease as of the end of said one (1) year period.

     E.   In the event that damage is due to any other cause than set forth in 
Paragraph A above, Landlord may elect to terminate this Lease.

     F.   It is understood that if Landlord is obligated to or elects to repair 
or restore as herein provided, Landlord shall be obligated to make repairs or 
restoration only of those portions of said building and said premises which 
were originally provided at Landlord's expense; and the repair and restoration 
of items not provided at Landlord's expense shall be the obligation of Tenant.

ARTICLE 17.    LATE PAYMENTS.

     SEE EXHIBIT "A"

ARTICLE 18.    REMEDIES.

     Should Tenant at any time be in default hereunder with respect to any 
rental payments or other charges payable by Tenant hereunder, and should such 
default continue for a period of 10 days after written notice from Landlord, or 
should Tenant be in default in performance of any other of its promises, 
covenants or agreements herein contained (other than any breach under the 
Article entitled "Assignment and Subletting" for which immediate notice of 
termination may be given) and should such default continue for 30 days after 
written notice thereof from Landlord to Tenant specifying the particulars of 
such default, or should Tenant vacate or abandon the premises, this Lease shall 
remain in full force and effect, provided, however, that in any of such events 
and in addition to any or all other rights or remedies of Landlord hereunder or 
by the law provided, it shall be, at the option of Landlord:

     A.   The right of Landlord to declare the term hereof ended and to re-enter
said premises and take possession thereof and remove all persons therefrom, and 
Tenant shall have no further claim thereon or thereunder; or

     B.   The right of Landlord, even though it may have brought an action to 
collect rent and other charges without terminating this Lease, to thereafter 
elect to terminate this Lease and all of the rights of Tenant in or to said 
premises; or

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        C.  The right of Landlord, without terminating this Lease, to begin an 
action or actions to collect rent and other charges hereunder which are from 
time to time past due and unpaid; it being understood that the bringing of such 
action or actions shall not terminate this Lease unless notice of termination 
is given.

        Should Landlord elect to terminate this Lease, Landlord shall be 
entitled to recover from the Tenant as damages: (i) the worth at the time of 
award of the amount by which the unpaid rent for the balance of the term after 
the time of award exceeds the amount of such rental loss for the same period 
that Tenant proves could be reasonably avoided, (ii) the cost of recovering 
said premises to the condition required in the Article entitled "Removal" and 
(iii) such other amounts as are provided for in Section 1951.2 of the 
California Civil Code.

        If Landlord shall elect to re-enter said premises, Landlord shall not 
be liable for damages by reason of such re-entry.

        Notwithstanding any other provision of this Article, Landlord agrees 
that if the default complained of, other than for the payment of monies, is of 
such a nature that the same cannot be cured within the 30 day period specified 
above, then such default shall be deemed to be cured if the Tenant within such 
period shall have commenced the curing thereof and shall continue thereafter 
with all due diligence to cause such curing and does so complete the same with 
the use of such diligence.

        All rights, options and remedies of Landlord contained in this Lease 
shall be construed and held to be cumulative, and no one of them shall be 
exclusive of the other, and Landlord shall have the right to pursue any one or 
all of such remedies or any other remedy or relief which may be provided by 
law, whether or not stated in this Lease. No waiver of any default of Tenant 
hereunder shall be implied from any acceptance by Landlord of any rent or 
other payments due hereunder or any omission by Landlord to take any action on 
account of such default if such default persists or is repeated, and no express 
waiver shall affect default other than as specified in said waiver. The consent 
or approval by Landlord to or of any act by Tenant requiring Landlord's consent 
or approval shall not be deemed to waive or render unnecessary Landlord's 
consent or approval to or of any subsequent similar acts by Tenant.

ARTICLE 19.  SECURITY DEPOSIT.

        Tenant has deposited with Landlord the sum in the attached Exhibit "A" 
as security for the full performance of the provisions of this Lease.  If 
Tenant defaults in any particular, Landlord may use or retain the whole or any 
part of the security in lieu of any sum due to Landlord including repair of 
damages or cleaning of the premises upon termination, or to defray any expense 
or damage reasonably incurred by reason of the default, and Tenant shall on 
demand pay to Landlord a like sum as additional security.  If Tenant is not in 
default at the termination of this Lease, Landlord shall return the deposit to 
Tenant and may do this by either paying this sum to Tenant or crediting it 
against the last payment(s) of rent.  Landlord's obligation respecting the 
deposit is that of a debtor, not a trustee; the fund may be commingled or 
dissipated, or both, and no interest shall accrue thereon.

ARTICLE 20.  ATTORNEY'S FEES.

        In the event that any action shall be instituted by either of the 
parties hereto for the enforcement of any of its rights or remedies in and 
under this Lease, the party in whose favor judgment shall be rendered shall be 
entitled to recover from the other party all costs incurred by said prevailing 
party in said action, including reasonable attorney's fees to be fixed by the 
court therein.

ARTICLE 21.  REMOVAL.

        A.  Personal Property.  Upon the expiration of the Term of this Lease, 
or upon any earlier termination of this Lease, Tenant shall quit and surrender 
possession of the said premises to Landlord in the same condition as upon 
delivery of possession to Tenant hereunder, reasonable wear and tear and damage 
by fire, acts of God, the elements and unavoidable casualty excepted.  Before 
surrendering possession of said premises as aforesaid, Tenant shall, without 
expense to Landlord, remove or cause to be removed from sold premises all 
signs, furnishings, equipment, trade fixtures, merchandise and other personal 
property placed therein, and all rubbish and debris, and Tenant shall repair 
all damage to said premises resulting from such removal.  If requested by 
Landlord, Tenant shall


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execute, acknowledge and deliver to Landlord an instrument in writing releasing
and quitclaiming to Landlord all right, title and interest of Tenant in and to
said premises by reason of this Lease or otherwise. If Tenant fails to remove
any of its signs, furnishings, equipment, trade fixtures, merchandise, or other
personal property within 10 days after the expiration or termination of this
Lease, then Landlord may, at its sole option (i) treat Tenant as a holdover, in
which event the provisions of the Article of this Lease regarding Holding Over
shall apply; (ii) deem any or all of such items abandoned and the sole property
of Landlord, or (iii) remove any or all of such items and dispose of same in any
manner or store same for Tenant, in which event the expense of such disposition
or storage shall be borne by Tenant and shall be immediately due and payable.

     B.   Fixtures, Equipment and Improvements. All fixtures, equipment,
improvements and appurtenances attached to or built into said premises prior to
or during the Term, whether by Landlord at its expense or at the expense of
Tenant or both, shall be and remain part of said premises and shall not be
removed by Tenant at the end of the Term unless otherwise expressly provided for
in this Lease. Such fixtures, equipment, improvements and appurtenances shall
include but not be limited to: all floor coverings, drapes, paneling, molding,
doors, vaults (exclusive of vault doors), plumbing systems, electrical systems,
lighting systems, cooling systems, ventilating systems, sprinkling systems,
silencing equipment, communication systems, all fixtures and outlets for the
systems mentioned above and for all telephone, radio, telegraph and television
purposes, and any special flooring or ceiling installations.

ARTICLE 22. PAYMENTS AND NOTICES.

     A.   Payment of Rent. The rent specified herein shall be paid to Landlord
or such other person or persons or at such other address or addresses as
Landlord hereafter may designate by written notice to Tenant. Payment of rent to
any person or persons so designated by Landlord shall exonerate Tenant from all
responsibility therefor or for the proper distribution thereof.

     B.   Notices. Any notice or demands which may or must be given by either
party to the other hereunder shall be deemed to have been duly given when made
by personal service or in writing and deposited for mailing by United States
mail, postage prepaid, addressed as follows or to such other place as the
parties may hereafter in writing direct:

To Landlord:   At the address set forth on the signature page of this Lease.

To Tenant:     At the address set forth on the signature page of this Lease.

ARTICLE 23.    EMINENT DOMAIN.

     A.   Definition of terms. The term "total taking" as used in this Article
means the taking of the entire premises under the power of eminent domain or a
taking of so much of said premises as to prevent or substantially impair the
conduct of Tenant's business therein. The term "partial taking" means the taking
of a portion only of said premises which does not constitute a total taking as
above defined.

     B.   Total Taking. If during the term hereof, there shall be a total taking
by public authority under the power of eminent domain, then the leasehold estate
of Tenant in and to said premises shall cease and terminate as of the date
actual physical possession thereof shall be so taken.

     C.   Partial Taking. If during said term there shall be a partial taking of
said premises, this Lease shall terminate as to the portion of said premises
taken upon the date upon which actual possession of said premises is taken
pursuant to said eminent domain proceedings, but said Lease shall continue in
force and effect as to the remainder of said premises. The minimum guaranteed
rental payable by Tenant for the balance of said term shall be abated in the
ratio that the square footage of floor area of said premises taken bears to the
total floor area of said premises at the time of such taking.

     D.   Taking of Parking Area. In the event that there shall be a taking of
the parking area such that Landlord can no longer comply with applicable
municipal parking ordinances or similar regulations of other public agencies,

                                      -8-

   9
Landlord may substitute therefor reasonably equivalent parking in a location 
reasonably close to said premises; provided that if Landlord fails to make 
such substitution within a reasonable time following such taking, Tenant may, 
at its option, terminate this Lease by notice to Landlord.  If this Lease is 
not so terminated by Tenant, there shall be no reduction, change or abatement 
of any rent or other charge payable by Tenant hereunder and this Lease shall 
continue in full force and effect.

        E.  Allocation of Award.  All compensation and damages awarded for the 
taking of said premises, or any portion or portions thereof, shall, except as 
otherwise herein provided, belong to and be the sole property of Landlord, and 
Tenant shall not have any claim or be entitled to any award for the diminution 
in value of its leasehold hereunder or for the value of any unexpired term of 
this Lease; provided, however, Tenant shall be entitled to any award that may 
be made for the taking of or injury to or on account of any cost or loss Tenant 
may sustain in the removal of Tenant's merchandise, fixtures, equipment and 
furnishings.

        F.  Effect of Termination.  If this Lease is terminated, in whole or in 
part, pursuant to any of the provisions of this Article, all rentals and other 
charges payable by Tenant to Landlord hereunder and attributable to the 
premises taken, shall be paid up to the date upon which actual physical 
possession shall be taken by the condemnor, and the parties shall thereupon be 
released from all further liability in relation thereto.

        G.  Voluntary Sales.  A voluntary sale by Landlord to any public body 
or agency having the power of eminent domain, either under threat of 
condemnation or while condemnation proceedings are pending, shall be deemed to 
be a taking under the power of eminent domain for the purposes of this Article.

ARTICLE 24.  HOLDING OVER.

        This Lease shall terminate and become null and void without further 
notice upon the expiration of the Term herein specified, and any holding over 
by Tenant after such expiration shall not constitute a renewal hereof, or give 
Tenant any rights under this Lease, except as otherwise herein provided, it 
being understood and agreed that this Lease cannot be renewed, extended or in 
any manner modified except in writing signed by both parties hereto; provided, 
however, that nothing in this Article shall be construed to alter or impair the 
provisions of Article 21 hereof.  If Tenant shall hold over for any period 
after the expiration of said Term, Landlord may, at its option, exercised by 
written notice to Tenant, treat Tenant as a tenant from month-to-month 
commencing on the 1st day following the expiration of this Lease and subject to 
the terms and conditions herein contained except that the Basic Rental portion 
of the monthly rental, which shall be payable in advance, shall be 150% of said 
Basic Rental applicable to the date of expiration.  If Tenant fails to 
surrender the premises upon the expiration of this Lease despite demand to do 
so by Landlord, Tenant shall indemnify and hold Landlord harmless from all loss 
or liability, including without limitation, any claims made by any succeeding 
Tenant founded on or resulting from such failure to surrender.

ARTICLE 25.  SUBORDINATION AND STATEMENT OF TENANT.

        The rights of Tenant under this Lease are and shall be subject to and 
subordinate to all present and future ground or underlying Leases and 
amendments thereto, the declaration and recording of covenants, conditions and 
restrictions relating to the office complex and operation thereof, and the 
lien of any mortgage and/or any deed of trust or other encumbrance which now 
exists or may hereafter affect said premises together with all renewals, 
modifications, consolidations, replacements or extensions thereof; Tenant 
covenants and agrees that it will execute without further consideration any and 
all instruments desired by Landlord subordinating in the manner requested by 
Landlord this Lease; provided that any lienor or encumbrancer relying on such 
subordination or such additional agreements will covenant with Tenant that this 
Lease shall remain in full force and effect, and Tenant shall not be disturbed 
in the event of sale or foreclosure so long as Tenant is not in default 
hereunder.  Tenant agrees to attorn to the successor in interest of Landlord 
following any transfer of such interest either voluntarily or by operation of 
law and to recognize such successor as Landlord under this Lease.  However, if 
Landlord so elects, this Lease shall be deemed prior in lien to any mortgage, 
deed of trust or other encumbrance upon or including the premises regardless of 
date of recording and Tenant will execute a statement in writing to such effect 
at Landlord's request.  Landlord is hereby irrevocably appointed and authorized 
as agent and attorney-in-fact of Tenant to execute all



                                      -9-
   10
subordination instruments in the event Tenant fails to execute said instruments 
within five (5) days after notice from Landlord demanding the execution thereof.

     Statement of Tenant. Tenant shall, at any time and from time to time, upon
not less than ten (10) days prior written notice by Landlord, execute,
acknowledge, and deliver to Landlord a statement in writing certifying that this
Lease is unmodified and in full force and effect (or, if there has been any
modification thereof, that the same is in full force and effect as modified and
stating the modification or modifications) and that Landlord is not in default,
except as specified in such statement, in regard to any of its covenants or
obligations under this Lease, and further setting forth the dates to which all
sums payable as rental hereunder have been paid in advance, if any, and such
other statements relating to delivery and acceptance of the premises as
Landlord's lender, lienor, encumbrancer or purchaser may require.

ARTICLE 26. TRANSFER BY LANDLORD.

     The term "landlord" as used in this Lease, so far as covenants or 
obligations on the part of Landlord are concerned, shall mean and include only 
the owner or owners at the time in question of the fee ownership or prime 
leasehold estate in said premises, and in the event of any transfer or 
transfers of the title to said premises, Landlord herein named (and in case of 
any subsequent transfers or conveyances, and then grantor), except as 
hereinafter provided, shall be automatically freed and relieved from and after 
the date of such transfer or conveyance, of all personal liability as respects 
the performance of any covenants or obligations on the part of Landlord 
contained in this Lease thereafter to be performed; provided that any funds in 
which Tenant has an interest which are in the hands of such Landlord or the 
then grantor at the time of such transfer shall be turned over to the grantee, 
and any amount then due and payable to Tenant by Landlord or the then grantor 
under any provisions of this Lease shall be paid to Tenant. It is intended 
hereby that the covenants and obligations contained in this Lease on the part 
of Landlord, shall, subject to the foregoing, be binding on Landlord, its 
successors and assigns, only during and in respect of their respective 
successive periods of ownership.

ARTICLE 27.    MODIFICATIONS FOR LENDER.

     If, in connection with obtaining financing for the office park complex, 
the lender shall request reasonable modifications in this Lease as a condition 
to such financing, Tenant will not unreasonably withhold, delay or defer its 
consent thereto, provided that such modifications do not increase the 
obligations of Tenant hereunder or materially adversely affect the leasehold 
interest hereby created.

ARTICLE 28.    INABILITY TO PERFORM.

     This Lease and the obligations of Tenant to pay rent hereunder and to 
keep, observe and perform all of the other terms, covenants, conditions, 
provisions and agreements of this Lease on the part of Tenant to be kept, 
observed or performed shall in no way be affected, impaired or excused because 
Landlord is unable to fulfill any of its obligations under this Lease or to 
supply, or is delayed in supplying any service expressly or impliedly to be 
supplied or is unable to supply, or is delayed in supplying any equipment or 
fixtures, if Landlord is prevented or delayed from doing so by reason of strike 
or labor troubles, unavailability of materials or any other cause beyond the 
control of Landlord.

ARTICLE 29.    SURRENDER OR CANCELLATION.

     The voluntary or other surrender of this Lease by Tenant, or a mutual 
cancellation thereof, shall not work a merger, and shall, at the option of 
Landlord, terminate all or any existing subleases or may, at the option of 
Landlord, operate as an assignment to Landlord of any or all of such subleases.

ARTICLE 30.    RULES OR REGULATIONS.

     Tenant agrees to obey the rules and regulations in Exhibit "A" as well as 
such reasonable rules and regulations as may be hereafter adopted by Landlord 
for the safety, care and cleanliness of the office park complex and said 
premises and the preservation of good order thereon. Landlord shall not be 
responsible to Tenant for the non-performance by any other Tenant or occupant 
of the office park complex of any of said rules and regulations.

ARTICLE 31.    SCOPE AND AMENDMENT.

     This Lease is and shall be considered to be the only agreement between the 
parties hereto. All negotiations and

                                      -10-

   11
oral agreements acceptable to both parties are included herein. No amendment or 
other modification of this Lease shall be effective unless in writing.

ARTICLE 32.    SAFETY AND HEALTH.

     Tenant covenants at all times during the Term of this Lease to comply with
the requirements of the Occupational Safety and Health Act of 1970, 29 U.S.C.
Section 651 et seq and any analogous legislation in California (collectively,
the "Act,"), to the extent that the Act applies to said premises and any
activities thereon and without limiting the generality of the foregoing, Tenant
covenants to maintain all working areas, all machinery, structures, electrical
facilities and the like upon said premises in any condition that fully complies
with the requirements of the Act, including such requirements as would be
applicable with respect to agents, employees or contractors of Landlord who may
from time to time be present upon said premises, and Tenant agrees to indemnify
and hold harmless Landlord from any liability, claims or damages arising as a
result of a breach of the foregoing covenant and from all costs, expenses and
charges arising therefrom including, without limitation, attorneys' fees and
court costs incurred by Landlord in connection therewith, which indemnity shall
survive the expiration or termination of this Lease.

ARTICLE 33.    MISCELLANEOUS.

     Time is of the essence of this Lease. The Article headings therein are 
used only for the purpose of convenience and shall not be deemed to contain or 
limit the subject matter of the Articles hereof, nor to be considered in the 
construction thereof. Each and all of the obligations, covenants, conditions 
and restrictions of this Lease shall inure to the benefit of and be binding 
upon and enforceable against, as the case may require, the successors and 
assigns of Landlord, and subject to the restrictions against assignments and 
subletting in this Lease contained, any authorized assignee, transferee, 
sublessee and other successor in interest of Tenant.

     In this Lease the neuter gender includes the feminine and masculine and 
the singular number includes the plural wherever the context so requires.

     The term "Tenant" as used in this Lease shall mean and include each person 
who executes this Lease, jointly and severally, and the act of or notice from, 
or notice or refund to, or the signature of, any one or more of such persons, 
with respect to the tenancy or this Lease, including, but not limited to, any 
renewal, extension, expiration, termination or modification of this Lease, 
shall be binding upon each and all of the persons executing this Lease as 
Tenant with the same force and effect as if each and all of them had so acted 
or so given or received such notice or refund or so signed.

     IN WITNESS WHEREOF, the parties hereto have caused this Lease to be 
executed on the date hereinafter set forth, following their respective 
signatures.


                                        SKECHERS USA, INC., a California corp.
                                        --------------------------------------

By /s/ XXXXXXX X. XXXXXX                By /s/ XXXXX X. XXXX
   -------------------------------         -----------------------------------
                     
By  XXXXXXX X. XXXXXX                   By  XXXXX X. XXXX
   -------------------------------         -----------------------------------

Date  June 11, 1998                     Date  June 11, 1998
     -----------------------------           ---------------------------------

Address: X.X. XXX 00000                 Address: 000 Xxxxxxxxx Xxxxx Xxxxxxxxx
         -------------------------               -----------------------------
         XXXXXXXX, XX 00000                      Xxxxxxxxx Xxxxx, XX 00000
                                                 Attn: Real Estate Department

----------------------------------      --------------------------------------
            "Landlord"                               "Tenant"


ALL RENTS ARE DUE ON OR BEFORE THE 1ST OF EACH MONTH AND MAILED TO:

X.X. XX XXXX
X.X. XXX 00000
XXXXXXXX, XX 00000

                                      -11-
   12
                               ADDENDUM TO LEASE

                 FOR PREMISES COMMONLY KNOWN AND DESIGNATED AS:

                  XXXXXX #0, XXXXX XXXXX XX XXX XXXXX XXXXXXXX
                  XXXXXX #9, FIRST FLOOR OF THE SOUTH BUILDING
                              000 XXXXXXXXX XXXXXX
                          XXXXXXXXX XXXXX, XXXXXXXXXX

          This Addendum to Lease executed on June 11, 1998 by and between
XXXXXXX XXXXXX, as Landlord, and SKECHERS USA, INC., as Tenant, is an integral
part of said Lease as if fully set forth therein.

     A.   OPTION TO EXTEND LEASE TERM.

     So long as Tenant has fully performed all the obligations on its part to be
performed, Landlord hereby grants to Tenant three consecutive options to extend
this lease for five (5) years each, on the same terms and conditions as are
contained herein except as to increases in real estate taxes as hereinafter
provided. It is contemplated that Tenant's occupancy shall be continuous;
therefore, in the event Tenant fails to exercise any of the options granted
herein, the remaining options shall immediately expire and be of no further
force or effect. The parties specifically acknowledge that the Lease rent terms
provide for annual increases of 3%. Such increases shall continue to be applied
annually during each and every option exercised hereunder.

     Tenant shall exercise each such option by delivering written notice to
Landlord at least six (6) months, but not more than twelve (12) months, prior to
the end of each five (5) year term. TIME IS OF THE ESSENCE in regard to the
delivery of the notice. In the event Tenant fails to deliver written notice as
herein provided, the options granted herein shall expire and be of no further
force or effect.

     B.   RENT.

     Tenant shall pay to Landlord rent, free from all claims, demands or
set-offs against Landlord of any kind or character whatsoever, except as
otherwise expressly provided to the contrary, in advance, in the amount of
$430,040.04, payable on the first day of each month as follows:


                                               
           July 1, 1998 to June 30, 1999          $6,750.00 per month
           July 1, 1999 to June 30, 2000          $6,952.50 per month
           July 1, 2000 to June 30, 2001          $7,161.08 per month
           July 1, 2001 to June 30, 2002          $7,375.91 per month
           July 1, 2002 to June 30, 2003          $7,597.18 per month


     LATE PAYMENTS: In the event that Tenant shall fail to pay to Landlord
within 5 days of the date when due, any payment owing to Landlord pursuant to
the terms of this lease, Tenant shall pay Landlord a late charge in the amount
of ten percent (10%) of the rent payment then due in addition to said rent.

     SQUARE FOOTAGE DISCLAIMER: The parties hereto hereby acknowledge that
during the negotiations for this Lease, the parties discussed the rent as a
function of an amount per square feet of rentable space. Prior to the execution
of this Lease, Tenant has had the opportunity to inspect the space and satisfy
itself as to the size and suitability of the space for its intended purposes.
The parties hereto hereby agree the above dollar figures of rent shall be due
and payable regardless of the actual square feet in the demised premises and
Tenant acknowledges that Landlord makes no representation or warranty as to the
actual size of the premises. Any discussions concerning a rental per square foot
of space is superceded by this provision.

     C.   USE.

     The sole permitted use of the premises shall be commercial office and 
related activities.
   13
     D.   REAL ESTATE TAXES - OPTION PERIODS.

     Upon the exercise of the options hereinabove provided for, Tenant agrees to
pay during the term of each such option period, or periods, as the case may be,
its pro rata share of any increase in real estate taxes and assessments levied
or imposed against the real property of which the demised premises are a part
over and above the taxes imposed on said real property during the fifth year of
the original term of this Lease (the base year). The parties hereto acknowledge
and agree that Tenant occupies approximately 40% of the building and agree that
for purposes of this provision that Tenant shall pay 40% of any such increase.
Landlord shall provide Tenant with a copy of the tax xxxx for the fifth year
(the base year) of the initial term along with a copy of the tax xxxx for each
year during any option period that Tenant continues in possession under this
Lease. Tenant shall pay to Landlord one half of its pro rata share (40%) of such
increase on or before December 10 of each year and the remaining on half of its
pro rata share (40%) on or before April 10 of each year.

     E.   AIR CONDITIONING REPAIR AND MAINTENANCE.

     Landlord has provided an air conditioner for Office #9 on the first floor
of the south building and an air conditioner that services both Office #3 on the
first floor of the north building and the space occupied by Optical Outlet.
Tenant hereby agrees that it will pay any and all costs related to the repair
and maintenance of both of said air conditioners. Further, the parties
acknowledge that the air conditioner servicing Office #9 is on the electrical
meter for that office and Tenant shall pay for such electrical. The air
conditioner servicing Office #3 and Optical Outlet is on Landlord's house meter.
Further, the gas servicing said Office #3 is not separately metered. The parties
hereby agree that a reasonable estimate of the monthly electrical and gas costs
for Office #3 is $175.000. Tenant hereby agrees to pay to Landlord $175.00 per
month as reimbursement for such costs. Each year during the term of this Lease,
such monthly amount shall be increased by 3% to reflect the anticipated general
increase in costs. In the event electrical costs are increased substantially for
any reason that makes the above sum unrealistic, as increased annually, the
parties agree such sum shall be increased in an amount that reflects such
substantial increase in such costs. Tenant may, at its discretion, elect to
install separate meters for the gas and electric, at its sole and exclusive
expense, and pay the utility costs for Office #3 directly. Tenant acknowledges
that concurrent with the installation of the electrical meter, it would also
have to install a separate air conditioner in order to isolate the expenses to
said Office #3.

     Air conditioning to Office #3 shall be provided between the hours of 7:30
A.M. and 5:30 P.M. Monday through Friday of each week.

     F.   SECURITY DEPOSIT.

     Tenant shall pay Landlord on execution of this Lease the sum of $10,000.00
as a security deposit in accordance with the provisions of Paragraph 19 of the
Lease.

     G.   PARKING.

     Landlord hereby grants to Tenant the exclusive use of three (3) parking,
the location of which will be designated by Landlord.

     H.   RULES AND REGULATIONS.

     The Rules and regulations attached hereto are hereby incorporated by this
reference as if fully set forth herein and shall be an integral part of this
Lease.

     I.   ASSIGNMENT.

     Notwithstanding the provisions of Paragraph 11 of the Lease, no consent
from Landlord shall be required for the assignment of this Lease under the
following circumstances, each of which shall be considered a Permitted
Assignment:

          (1)  the transfer of stock of Tenant to members of the immediate
               family of a shareholder of Tenant, to a living trust for
               estate-planning purposes, or by will or intestacy; or,
   14
          (2)  Tenant sells or offers for sale its voting stock to the public 
               in accordance with the qualifications or registration 
               requirements of the State of California and the Security Act of
               1933, as amended.

     H.   TENANT'S RIGHT TO TERMINATE IN THE EVENT OF DESTRUCTION OF THE 
          PREMISES

     Notwithstanding the provisions of Paragraph 16. DESTRUCTION OF PREMISES of 
the Lease, in the event Landlord cannot complete the repairs and return 
possession to Tenant within a period of six (6) months, Tenant shall have the 
option of terminating this Lease. Notice of such election to terminate shall be 
given by Tenant to Landlord within ten (10) days of Tenant's receipt of written 
notice from Landlord that the repair period is projected to exceed six (6) 
months. In the event Tenant fails to so notify Landlord in writing, this right 
to terminate shall expire.

     I.   MUTUAL INDEMNIFICATION

     Tenant agrees to defend, with counsel reasonably satisfactory to Landlord,
indemnify and hold harmless, Landlord, its agents, employees, officers,
directors, shareholders, partners, members and representatives (collectively
"Landlord") from and against any and all loss, cost, action, liability, damage
or expense, including but not limited to, penalties, fines, attorneys' fees or
costs (collectively "claims"), to any person, property or entity resulting from
the following: (i) the negligence or wilful misconduct of Tenant, its agents,
employees or contractors; (ii) Tenant's default or breach of any of the terms
and conditions of this Lease; and (iii) any occurrences within the Premises, not
resulting from the negligence or wilful misconduct of Landlord, its agents,
employees or contractors.

     Landlord agrees to defend, with counsel reasonably satisfactory to Tenant,
indemnify and hold harmless, Tenant, its agents, employees, officers, directors,
shareholders, partners, members and representatives (collectively "Tenant") from
and against any and all loss, cost, action, liability, damage or expense,
including but not limited to, penalties, fines, attorneys' fees or costs
(collectively "claims"), to any person, property or entity resulting from the
following: (i) the negligence or wilful misconduct of Landlord, its agents,
employees or contractors; (ii) Landlord's default or breach of any of the terms
and conditions of this Lease; and (iii) any occurrences within the Premises, not
resulting from the negligence or wilful misconduct of Tenant, its agents,
employees or contractors.

     Notwithstanding the foregoing, however, because Landlord is required to
maintain property insurance on the Building, and because of the existence of
waivers of subrogation set forth in this Lease, Landlord hereby agrees to
defend, indemnify and hold Tenant harmless on any Claims to the extent such
claim is covered by such insurance, even if resulting from the negligent acts,
omissions or misconduct of Tenant or those of its agents, employees or
contractors. Similarly, since Tenant must carry insurance to cover its personal
property within the premises, and because of the waivers of subrogation set
forth n this Lease, Tenant hereby agrees to defend, indemnify and hold Landlord
harmless from any claims to the extent any such claim is covered by such
insurance, even if resulting from the negligent acts, omissions or misconduct of
Landlord or those of its agents, employees or contractors. The provisions of
this section shall survive the expiration or sooner termination of the Lease
with respect to any occurrences, claims or liabilities occurring prior to such
expiration or termination.

LANDLORD                           TENANT
XXXXXXX XXXXXX                     SKECHERS USA, INC.,
                                   a California corporation


/s/ XXXXXXX XXXXXX                 by /s/ XXXXX X. XXXX        
-------------------------             -------------------------

                                   by   Xxxxx X. Xxxx        
                                      -------------------------
   15
                             RULES AND REGULATIONS

                                       1

     No sign, placard, picture, advertisement, name or notice shall be 
inscribed, displayed or printed or affixed on or to any part of the outside or
inside of any building without the written consent of Landlord first had and
obtained, and Landlord shall have the right to remove any such sign, placard,
picture, advertisement, name or notice without notice to and at the expense of
Tenant.

     All signs or lettering on doors or buildings shall conform to uniform 
specifications and standards established by Landlord and shall be printed, 
painted and affixed by Landlord, and billed to Tenant.

     Tenant shall not place anything or allow anything to be placed near the 
glass of any window, door, partition or wall which may appear unsightly from 
outside said premises; provided, however, that Landlord is to furnish and 
install a building standard window drapery at all exterior windows.

                                       2

     Tenant shall not obtain for use upon the premises ice, drinking water, 
towel and other similar services or accept barbering or bootblacking services 
on the premises, except from persons authorized by Landlord and at the hours 
and under regulations fixed by Landlord.

                                       3

     The bulletin board or directory of the building, if any, will be provided 
exclusively for the display of the name and location of Tenant only, and 
Landlord reserves the right to exclude any other names therefrom.

                                       4

     The sidewalks, halls, passages, entrances, and stairways shall not be 
obstructed or used by Tenant for any purpose other than for ingress and egress. 
The halls, passages, exits, entrances, stairways, balconies and roofs are not 
for the use of the general public and Landlord shall in all cases retain the 
right to control and prevent access thereto by all persons whose presence in the
judgment of Landlord shall be prejudicial to the safety, character, reputation 
and interests of the premises and tenants, provided that nothing herein 
contained shall be construed to prevent such access to persons with whom 
Tenant normally deals in the ordinary course of Tenant's business unless such 
persons are engaged in illegal activities. Neither Tenant nor employees or 
invitees of Tenant shall go upon the roof of any building.

                                       5

     Tenant shall not alter any lock nor install any new or additional locks or 
any bolts on any door of said premises.

                                       6

     The toilet rooms, urinals, wash bowls and other apparatus shall not be 
used for any purpose other than that for which they were constructed and no 
foreign substance of any kind whatsoever shall be thrown therein. The expense 
of any breakage, stoppage or damage resulting from the violation of this rule 
shall be borne by Tenant.

                                       7

     Tenant shall not overload the floor of said premises or xxxx, drive nails 
(normal decorating excepted), screw or drill into the partitions, woodwork or 
plaster or in any way deface said premises.

                                       8

     No equipment of any kind shall be brought into any building without the 
consent of Landlord, and any moving of furniture, freight and equipment into or 
out of any building shall be done at such time and in such manner as Landlord 
shall designate. Landlord shall have the right to prescribe the weight, size 
and position of all safes and other heavy equipment brought into any building 
and also the times and manner of moving the same in and out of the building. 
Safes or other heavy objects shall, if considered necessary by Landlord, stand 
on wood strips of such thickness as is necessary to properly distribute the 
weight. Landlord will not be responsible for loss of or damage to any such safe 
or property from any cause and all damage done to the building by moving or 
maintaining any such safe or other property shall be repaired at the expense of 
Tenant.

                                       9

     Cleaning of carpets and windows shall be the responsibility of Tenant 
shall be paid by Tenant. 
 


                                                                     Page 1 of 3
   16
                                       10

        Tenant shall not use, keep or permit to be used or kept, any foul or 
noxious gas or substance in said premises, or permit or suffer said premises 
to be occupied or used in a manner offensive or objectionable to Landlord or 
other occupants of any building by reason of noise, odors and/or vibrations, or 
interfere in any way with the other tenants or those having business therein, 
nor shall any animals or birds be brought in or kept in or about said premises.


                                       11

        Tenant shall not use, keep or permit to be used any of the areas within 
the office complex in any manner which shall cause litter and/or defacing of 
the building, other improvements or landscaping.  Tenant agrees that as far as 
is practical and reasonable, to require its employees and invitees to conform 
to the rules and regulations set out herein and any additional rules and 
regulations which are hereafter adopted.



                                       12

        All pedestrian traffic within the office complex shall be limited to 
paved streets and sidewalks and areas specifically designated or approved by 
Landlord for such uses, e.g., lunch areas, etc.



                                       13

        Said premises shall not be used for the storage of merchandise, for 
washing clothes, for lodging or cooking in conjunction therewith, or for any 
improper, objectionable or immoral purposes.


                                       14

        Tenant shall not use or keep in said premises or the building any 
kerosene, gasoline or inflammable or combustible fluid or material, or use any 
method of heating or air conditioning other than that supplied or approved in 
writing by Landlord.



                                       15

        Landlord will direct electricians as to where and how telephone and 
telegraph wires are to be introduced.  No boring or cutting for wires will be 
allowed without the consent of Landlord.  The location of telephones, call 
boxes and other office equipment affixed to said premises shall be subject to 
the approval of Landlord.  Landlord reserves the right to enter upon said 
premises for the purpose of installing additional electrical wiring and/or 
other utilities for benefit of Tenant or adjoining tenants.



                                       16

        Tenant, upon termination of the tenancy, shall deliver to Landlord the 
keys to offices and rooms which shall have been furnished Tenant or which 
Tenant shall have had made, and in the event of loss of any keys so furnished, 
Tenant shall pay Landlord therefor.


                                       17

        Tenant shall not lay linoleum, tile, carpet or other similar floor 
covering so that the same shall be affixed to the floor of said premises in any 
manner except as approved by Landlord.  The expense of repairing any damage 
resulting from a violation of this rule or removal of any floor covering shall 
be borne by Tenant.


                                       18

        If deemed necessary by Landlord, access on Saturdays, Sundays and legal 
holidays, and on other days between the hours of 6:00 p.m. and 8:00 a.m. the 
following day, to the office complex, or to the halls, corridors, or stairways 
in any of the buildings, or to said premises may be refused unless the person 
seeking access is known to the person or employee in charge, has a pass, or is 
properly identified.  Landlord shall in no case be liable for damages for any 
error with regard to the admission to or exclusion from the office complex of 
any person.  In case of invasion, mob, riot, public excitement, or other 
commotion, Landlord reserves the right to prevent access to the office complex 
during the continuance of the same by closing the doors or otherwise, for the 
safety of the tenants and protection of property.


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                                       19

     Tenant shall see that the doors of said premises are closed and securely
locked before leaving the building. Tenant must observe strict care and caution
to assure that all water faucets or water apparatus are entirely shut off before
Tenant or Tenant's employees leave said premises, and that all electrical
switches shall likewise be shut off to prevent waste or damage.

                                       20
     
     Landlord reserves the right to exclude or expel from the office park
complex any person who, in the judgment of Landlord, is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in violation
of any of the rules and regulations.

                                       21

     No vending machine or machines of any description shall be installed, 
maintained or operated upon said premises without the written consent of 
Landlord.

                                       22

     Landlord shall have the right, exercisable without notice and without 
liability to Tenant, to change the name and the street address of the building 
of which said premises are a part.

                                       23

     The parking areas within the office complex shall be used solely for
passenger type vehicles during normal office hours and the parking of trucks,
trailers, recreational vehicles and campers is specifically prohibited. No
vehicle of any type shall be stored within the parking area at any time. In the
event that a vehicle is disabled, it shall be removed within 48 hours. There
shall be no "For Sale" or other advertising signs on or about any parked
vehicle. All vehicles shall be parked in the designated parking areas in
conformance with all signs and other markings.

                                       24

     Tenant shall not place any improvements or movable objects including 
antennaes, outdoor furniture, etc. in the parking areas, landscaped area or 
other areas outside of said premises, or on the roof of said premises.

                                       25

     "Office complex" refers to the entire office building development of 
Landlord.

                                       26

     Landlord reserves the right to make such other rules and regulations as in 
its judgment may be for the safety, care and cleanliness of said premises and 
the office complex for the preservation of good order therein. Tenant agrees to 
abide by all such rules and regulations hereinabove stated and any additional 
rules and regulations which are adopted.



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