Exhibit 10.1

                             SECURED PROMISSORY NOTE

$3,000,000                                                         June 25, 2007

         FOR VALUE  RECEIVED,  the  undersigned,  STEVEN  MADDEN,  an individual
residing at 175 East 73rd  Street,  New York,  New York 10021 (the  "Borrower"),
hereby  unconditionally  promises to pay to the order of STEVEN MADDEN,  LTD., a
Delaware  corporation  (the  "Company"),  at the time,  place and in the  manner
specified below, the principal amount of three million dollars ($3,000,000), and
to pay simple  interest  on the unpaid  principal  amount  hereof at the rate of
eight  percent  (8%) per annum  (calculated  on the  basis of a  360-day  year),
payable from the date hereof until such principal amount shall be paid in full.

         Borrower  shall pay the full  principal  amount of this  Note,  and all
accrued and unpaid  interest  thereon,  to the Company on the earlier of (i) the
date Borrower ceases to be employed by the Company and (ii) December 31, 2007.

         Payment of principal  and interest  under this Note shall be payable in
lawful money of the United States of America in immediately  available  funds at
the offices of the Company at 52-16 Barnett  Avenue,  Long Island City, New York
11104,  or at such other place as the Company  may  designate  in writing to the
Borrower.

         Borrower may prepay this Note in whole or in part at any time and from
time to time, without penalty. All payments shall be applied first to accrued
and unpaid interest and then to principal.

         The Company is hereby  authorized  by Borrower from time to time to set
off, appropriate and apply any and all amounts due and payable to the Company by
the Borrower under this Note against any and all amounts payable to the Borrower
by the Company pursuant to Section 4.10 of that certain Third Amended Employment
Agreement, dated as of July 15, 2005, by and between Borrower and the Company.

         To secure the Borrower's  payment and  performance of all of Borrower's
obligations  hereunder,  Borrower  hereby pledges to and assigns to the Company,
and grants to the Company a first  priority  continuing  security  interest  in,
510,000  shares of common  stock of the Company,  par value  $.000067 per share,
owned by Borrower (the "Pledged  Shares") and all dividends and  distribution in
respect  of  such  Pledged  Shares,   and  proceeds  of  all  of  the  foregoing
(collectively,  the  "Collateral").  Simultaneously  with the  execution of this
Note,  the  Borrower  shall  deliver  and  pledge  to the  Company  any  and all
certificates  evidencing  the Pledged  Shares  (accompanied  by stock  powers or
assignments,   as  applicable,   duly  executed  in  blank).   If  a  securities
intermediary,  broker or agent is holding the Pledged  Shares,  Borrower  shall,
simultaneously   with  the  execution  of  this  Note,  in  the  Company's  sole
discretion:  (a) cause such  securities  intermediary,  broker  and/or  agent to
execute and deliver to the Company a control agreement  acknowledging the pledge
granted hereunder and perfecting the Company's  security interest in the Pledged
Shares, which agreement shall be in form and substance acceptable to the Company
in its sole discretion,  (b) authorize such securities  intermediary,  broker or
agent to  transfer  Borrower's  securities  entitlements  with  respect  to such
Pledged  Shares to an account as to which the  Company is its  customer,  or (c)

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cause the Pledged  Shares to be evidenced by  certificates  and delivered to the
Company  pursuant to the immediately  preceding  sentence.  Until the Borrower's
obligations under this Note are satisfied in full, the Borrower shall not offer,
sell, contract to sell, transfer or otherwise dispose of or encumber the Pledged
Shares without the Company's prior written consent.

         From time to time upon  request  by the  Company,  the  Borrower  shall
furnish such further assurances of title with respect to the Collateral, execute
such  written  agreements,  or do  such  other  acts,  in  each  case  as may be
reasonably necessary,  in the Company's sole discretion,  in order to perfect or
continue the first  priority  lien and  security  interest of the Company in the
Collateral.

         The  Borrower  hereby  authorizes  the  Company to file one or more UCC
financing  statements,  and  amendments  and  continuations  thereto (or similar
documents required by any laws of any applicable jurisdiction),  relating to all
or any part of the  Collateral  without the  signature  of the  Borrower (to the
extent  such   signature   is  required   under  the  laws  of  any   applicable
jurisdiction).

         If Borrower  fails to make any payment of  principal or interest on the
date when such  payment  is due and  payable  under  this Note and such  failure
continues for a period of three (3) days (a "Default"), then, in addition to all
other  rights,  options and remedies  granted or available to the Company  under
this  Note,  the  Company  may,  upon or at any time after the  occurrence  of a
Default,  exercise all rights under the Uniform  Commercial  Code,  as in effect
from time to time, and any other applicable law or in equity.

         Borrower  waives  presentment,  notice of dishonor  and protest of this
Note.  The  Company  shall  not be deemed to have  waived  any of its  rights or
remedies  hereunder  unless  such  waiver  shall be in writing and signed by the
Company, and no delay or omission by the Company in exercising any of its rights
or remedies  hereunder shall operate as a waiver thereof.  A waiver of any right
or remedy on one occasion  shall not be construed as a waiver of any other right
or remedy then or thereafter existing.

         This Note may not be  modified or amended  without the express  written
consent of the Company and the Borrower.

         This Note shall be binding upon the Borrower and the Borrower's  heirs,
legal representatives,  successors and assigns. This Note may be transferred and
assigned by the Company in its sole discretion. This Note may be transferred and
assigned by the Borrower only with the prior written consent of the Company.

         This Note shall be  construed  in  accordance  with and governed by the
laws of the State of New York without regard to principles of conflicts of law.

         In the event of a Default under this Note,  Borrower  agrees to pay all
costs  of  collection,   including  reasonable   attorney's  fees,  incurred  in
collection of this Note.

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IN WITNESS  WHEREOF,  Borrower  has hereunto set his hand as of the day and year
first above written.


                                       /s/ Steven Madden
                                       -------------------------------
                                       Steven Madden






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