Exhibit 10.2

                                                        Draft of October 8, 2007
                                                         Chief Executive Officer

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                                 PURSUANT TO THE
                               STEVEN MADDEN, LTD.
                          2006 STOCK INCENTIVE PLAN


         THIS AGREEMENT, dated as of _________, 200_ (this "Agreement"), between
Steven Madden, Ltd. (the "Company") and _________ (the "Participant").

                              Preliminary Statement
                              ---------------------

         The  Compensation  Committee  of the Board of  Directors of the Company
(the "Committee") has authorized this grant of a non-qualified stock option (the
"Option")  on _______  __, 200_ (the  "Grant  Date") to  purchase  the number of
shares of the Company's  common stock,  par value $0.0001 per share (the "Common
Stock"),  set  forth  below in  Section  2 to the  Participant,  as an  Eligible
Employee  of the  Company  or an  Affiliate  of the  Company.  Unless  otherwise
indicated,  any  capitalized  term used but not  defined  herein  shall have the
meaning  ascribed to such term in the Steven Madden,  Ltd. 2006 Stock  Incentive
Plan,  as amended  (as the same may be further  amended  from time to time,  the
"Plan").  A copy of the Plan as in effect on the date hereof has been  delivered
to the  Participant.  By signing and returning this  Agreement,  the Participant
acknowledges  having  received  and read a copy of the Plan as in  effect on the
date  hereof  and  agrees  to  comply  with the  Plan,  this  Agreement  and all
applicable laws and regulations.

         Accordingly, the parties hereto agree as follows:

1.       Tax  Matters.  No part of the  Option  granted  hereby is  intended  to
qualify as an "incentive stock option" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").

2.       Grant of Option.  Subject in all respects to the Plan and the terms and
conditions  set forth herein and therein,  the  Participant is hereby granted an
Option to purchase  from the Company  ______ shares of Common Stock (the "Option
Shares"), at a price per share of $_____ (the "Option Price").(1)

3.       Vesting and Exercise.
         --------------------

         (a)      Except as set forth  below,  the Option  shall vest and become
exercisable in installments as provided below, which shall be cumulative. To the
extent that the Option has become vested and exercisable as provided below,  the
Option  thereafter may be exercised by the Participant,  in whole or in part, at
any time or from time to time prior to the expiration or earlier  termination of
the Option as provided herein and in accordance with Section 6.3(d) of the Plan,
including,  without  limitation,  the filing of such  written  form of  exercise
notice,  if any,  as may be  required  by the  Committee  or the Company and the
payment in full of the Option Price  multiplied  by the number of Option  Shares
underlying the portion of the Option  exercised.  Upon expiration of the Option,
the Option  shall be canceled and no longer  exercisable.  The  following  table
indicates each date upon which the  Participant  shall be vested and entitled to
exercise  the  Option  with  respect  to the  percentage  of the  Option  Shares
indicated  beside  such  date,  provided  that  the  Participant  has  not had a
Termination  of  Employment  any time  prior to such date (each of the dates set
forth below being herein called a "Vesting Date"):

                                                              Percentage
                                                               of Option
                            Vesting Date                     Shares Vested
                         -----------------                   -------------

                         First Anniversary                         __%
                           of Grant Date

                        Second Anniversary                         __%
                           of Grant Date

                         Third Anniversary                         __%
                           of Grant Date

         (b)      Except  as  provided  in  Section  3(c),  there  shall  be  no
proportionate  or partial  vesting in the periods prior to each Vesting Date and
all vesting shall occur only on the appropriate  Vesting Date, provided that the
Participant  has not had a  Termination  of Employment at any time prior to such
Vesting Date.

---------------------------

(1)  Option  Price must be no less than the Fair Market Value (as defined in the
     Plan) on the Grant Date.

<PAGE>

         (c)      The terms of the employment  agreement between the Participant
and the Company shall control the vesting of the Option on any  Termination.  In
addition,  in the event of: (i) any non-renewal of the Participant's  employment
agreement with the Company or (ii) a termination of the Participant's employment
by the Company  without  Cause (as defined in such  employment  agreement),  all
unvested Options shall immediately vest and become exercisable.

         (d)      The Option will become fully vested on a Change in Control.

4.       Option Term.  The term of each Option shall be _____ years(2) after the
Grant Date and the Option shall expire at 5:00 p.m.  (New York City time) on the
_____ anniversary of the Grant Date, subject to earlier termination in the event
of the Participant's Termination of Employment as specified in Section 5.

5.       Termination.  Subject  to  Section  4 and the  terms of the  Plan,  the
Option,  to the extent vested at the time of the  Participant's  Termination  of
Employment, shall remain exercisable as provided in Section 12.1(a) of the Plan.
Any portion of the Option that is not vested as of the date of the Participant's
Termination  of Employment  for any reason shall  terminate and expire as of the
date of such Termination of Employment.

6.       Restriction  on  Transfer  of Option.  No part of the  Option  shall be
subject  to  Transfer  other  than  by  will  or by  the  laws  of  descent  and
distribution.  During  the  lifetime  of  the  Participant,  the  Option  may be
exercised  only  by the  Participant  or the  Participant's  guardian  or  legal
representative.  The  Option  shall  not be  subject  to levy by  reason  of any
execution,  attachment  or similar  process.  Upon any attempt to  Transfer  the
Option or in the event of any levy upon the  Option by reason of any  execution,
attachment or similar  process  contrary to the  provisions  hereof,  the Option
shall immediately and automatically become null and void.

7.       Rights as a  Stockholder.  The  Participant  shall  have no rights as a
stockholder  with respect to any Option Shares unless and until the  Participant
has become the holder of record of the Option Shares.  No  adjustments  shall be
made to the Option,  the Option Shares or the Option Price for dividends in cash
or other  property,  distributions  or other  rights in  respect  of any  Option
Shares,  except as otherwise  may be  specifically  provided for in the Plan. No
shares of Common  Stock shall be issued  unless and until  payment  therefor has
been made or provided.

8.       Provisions of Plan Control. This Agreement is subject to all the terms,
conditions  and  provisions  of the Plan,  including,  without  limitation,  the
amendment provisions thereof, and to such rules, regulations and interpretations
relating to the Plan as may be adopted by the  Committee and as may be in effect
from time to time. The Plan is incorporated  herein by reference.  If and to the
extent  that  this  Agreement  conflicts  or is  inconsistent  with  the  terms,
conditions  and  provisions  of the  Plan,  the  Plan  shall  control,  and this
Agreement shall be deemed to be modified  accordingly.  This Agreement  contains
the entire  agreement  and  understanding  of the  parties  with  respect to the
subject  matter hereof and supersedes  any prior  agreements and  understandings
(whether  written or oral) between the Company and the Participant  with respect
to the subject matter hereof.

9.       Notices.  Any notice or communication given hereunder (each a "Notice")
shall be in writing  and shall be sent by  personal  delivery,  by courier or by
United States mail  (registered or certified  mail,  postage  prepaid and return
receipt requested), to the appropriate party at the address set forth below:

            If to the Company, to:

            Steven Madden, Ltd.
            52-16 Barnett Avenue
            Long Island City, New York 11104
            Attention:  Board of Directors

            If to the Participant, to the address for the Participant on file
            with the Company

---------------------------

(2)  May not be in excess of 7 years.

<PAGE>

; or such other  address  or to the  attention  of such other  person as a party
shall have  specified by prior  Notice to the other  party.  Each Notice will be
deemed given and effective upon actual receipt (or refusal of receipt).

10.      No  Obligation  to  Continue  Employment.  This  Agreement  is  not  an
agreement of  employment.  This Agreement does not guarantee that the Company or
its  Affiliates  will  employ,  retain or  continue  to,  employ  or retain  the
Participant  during the entire,  or any portion of the, term of this  Agreement,
including but not limited to any period during which any Option is  outstanding,
nor does it modify in any  respect the  Company's  or its  Affiliates'  right to
terminate or modify the Participant's employment or compensation.

11.      Miscellaneous.
         -------------

         (a)      This  Agreement  shall  inure to the benefit of and be binding
upon the  parties  hereto and their  respective  heirs,  legal  representatives,
successors and assigns.

         (b)      This  Agreement  shall be governed and construed in accordance
with the laws of Delaware  (regardless  of the law that might  otherwise  govern
under applicable Delaware principles of conflict of laws).

         (c)      This  Agreement  may be executed in one or more  counterparts,
all of which taken together shall constitute one contract.

         (d)      The  failure  of any  party  hereto  at any  time  to  require
performance by another party of any provision of this Agreement shall not affect
the right of such party to require performance of that provision, and any waiver
by any  party of any  breach of any  provision  of this  Agreement  shall not be
construed as a waiver of any continuing or succeeding  breach of such provision,
a waiver of the provision itself, or a waiver of any right under this Agreement.

                         [Remainder of Page Left Blank]


<PAGE>


         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date and year first above written.

                                       STEVEN MADDEN, LTD.


                                       By:______________________________________

                                       Name:

                                       Title:



PARTICIPANT



____________________________________
[Name]