VANS INC
EXHIBIT 10.18.1
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<TYPE>EX-10.18.1
<SEQUENCE>4
<FILENAME>v92269exv10w18w1.txt
<DESCRIPTION>EXHIBIT 10.18.1
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                                                                 EXHIBIT 10.18.1

                               AMENDMENT NO. 1 TO
                         VANS, INC. EMPLOYMENT AGREEMENT

         THIS AMENDMENT NO. 1 TO VANS, INC. EMPLOYMENT AGREEMENT (the
"Amendment") is hereby entered into by and between Vans, Inc., a Delaware
corporation ("Vans"), and Walter E. Schoenfeld ("Employee") as of May 5, 2003,
with reference to the following facts:

                  A. Vans and Employee are parties to an Employment Agreement
dated as of June 1, 2002 (the "Employment Agreement"); and

                  B. On May 5, 2003, the Compensation Committee of the Board of
Directors of Vans: (i) approved a proposal to extend the term of the Employment
Agreement and provide certain retirement benefits to Employee for the remainder
of his life, and (ii) authorized and directed the officers of the Company to
execute and deliver an amendment to the Employment Agreement regarding the same.

         NOW, THEREFORE, the parties hereto agree as follows:

                  1.       Amendments to the Employment Agreement.

                           1.1      Section 2 Term of Employment. The term of
the Agreement is hereby extended to December 31, 2004.

                           1.2      Section 10 Benefits. The following is hereby
added to the end of Section 10 of the Agreement:

                           "Notwithstanding the expiration of this Agreement,
the Company shall pay: (i) the premiums for the health plans of which Employee
is a member and all health-related expenses which are not covered by such plans;
and (ii) the reasonable rental expense for an office for Employee in Seattle,
Washington, each for the remainder of his life (the "Post-Expiration Benefits");
provided that, the aggregate amount payable for the Post-Expiration Benefits
shall not exceed $40,000.00 per year, adjusted for changes in the Consumer Price
Index."

                           2. No Further Amendments. Except as specifically
provided in this Amendment, the Employment Agreement shall remain unmodified and
in full force and effect.

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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of May 5, 2003.

VANS:                                        EMPLOYEE:

Vans, Inc., a Delaware corporation

By: /s/ Craig Gosselin                       /s/ Walter E. Schoenfeld
    _______________________________              _______________________________
                                                 Walter E. Schoenfeld

Title: Senior Vice President
       ____________________________

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