Exhibit 10.4

                              EMPLOYMENT AGREEMENT

         This Employment  Agreement  dated as of May 7th, 2002 (this  "Agreement
"), by and between Steven Madden, Ltd., a Delaware corporation (the "Company") &
Adesso Madden, Inc., and Joseph J. Masella & T.J. M. Sales Corporation.

                                   WITNESSETH:

         Whereas,  the  Executive  and  the  Company  desire  to  this  Original
Agreement.

         Now, Therefore,  in consideration of the premises and mutual convenants
contained herein,  the receipt and sufficiency of which is hereby  acknowledged,
the parties hereto agree as follows:

         Effective as of the June 1st, 2002,  this Original  Agreement is hereby
as follows:

         Title:  You will  remain as an  officer of Steven  Madden,  Ltd and its
         subsidiaries  with new titles as follows:  Executive  Vice President of
         Adesso  Madden,  Inc.  Executive  Chairman of LEI  (Division  of Steven
         Madden, Ltd) & Stevies, Inc.

         Term: From June 1st, 2002 thru December 31st, 2004

                         Adesso Madden Inc. (A-M. Inc.,)

1)       Commissions on the following sales by Joseph J. Masella:

         A.   Up to 8 Million Sales - 2%
         B.   8 to 10 Million Sales - 1%
         C.   10 to 23.5 Million Sales - 1/2%
         D.   23.5 to 34 Million Sales - 3%
         E.   Over 34 Million Sales - 4%

2)       Biweekly Draw  (guaranteed  by Steven  Madden,  Ltd.) payable to T.J.M.
         Sales  Corporation  in  the  amount  of  $16,000.00  (Sixteen  Thousand
         Dollars)  against  commission  earned  on  Sales of A.M.  Inc.  and Lei
         Footwear.  $416,000  yearly  income  guaranteed by Steven  Madden,  Ltd
         through length of agreement.

                L.e.i. Footwear (Division of Steven Madden, Ltd.)

         Commission: 2% Commission on Sales to Famous Footwear payable within 45
days after the  closing of each  quarter  which will be payable to T.J.M.  Sales
Corporation.
<PAGE>
                               Steven Madden, Ltd

         Options:  25,000 options of common stock with a grant price base on the
fair market value on June 30th.  Options will be granted yearly once contract is
in effect  beginning  with the year 2003.  These  options  shall vest  quarterly
beginning from 9/30/03.

         Convenant Not to Compete:  Executive recognizes that the services to be
performed  by him  hereunder  are special and unique.  In  consideration  of the
compensation  granted herein,  the Executive agrees that, in the event he either
terminates  his employment of his own accord or is terminated by the Company for
cause  prior to the  expiration  of this  agreement,  for a period  of 12 months
following such termination, he shall not engage in or accept employment with any
competitive business for his special and unique services.

         If you  terminate  your  relationship  with  the  Company  prior to the
expiration  of the  term,  you  agree to  forfeit  and  surrender  any  unearned
commissions from the date of such termination forward.


                                            ACCEPTED & AGREED BY:

                                            /s/ JOSEPH J. MASELLA
                                            ------------------------------------
                                            JOSEPH J. MASELLA


/s/ JAMIESON A. KARSON
----------------------------------
JAMIESON A. KARSON
CHIEF EXECUTIVE OFFICER
STEVEN MADDEN, LTD


/s/ ARVIND DHARIA
----------------------------------
ARVIND DHARIA
CHIEF FINANCIAL OFFICER
STEVEN MADDEN, LTD