Exhibit 10.5

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

         Amendment No. 1 to Employment  Agreement dated as of September 22, 2003
(this "Amendment") to that certain Employment  Agreement,  by and between Steven
Madden,  Ltd., a Delaware  corporation (the "Company"),  Adesso Madden, Inc. and
Joseph J. Masella and TJM Sales Corporation (the "Executive"), as amended.

                                   WITNESSETH
                                   ----------

         WHEREAS,  the Company  and the  Executive  are parties to that  certain
Employment  Agreement  dated as of May 7th, 2002 (the "Original  Agreement"),  a
copy of which is attached hereto as Exhibit A; and

         WHEREAS,  the  Executive  and the Company  desire to amend the Original
Agreement;

         NOW,  THEREFORE,  in consideration of the promises and mutual covenants
contained herein, the receipt and sufficiency of which are hereby  acknowledged,
the parties hereto agree as follows:

A.       Effective  as of the date  hereof,  the  Original  Agreement  is hereby
         amended as follows:

         1.       The section  entitled "Title" shall be deleted in its entirety
                  and in lieu thereof the following paragraph shall be inserted:

                  Title:  President,  Candie's  Wholesale Division and Executive
                  V.P., Adesso-Madden, Inc., or such other reasonably comparable
                  role as  determined  by the C.E.O.  of the Company.  Executive
                  shall be an officer of Steven Madden, Ltd.

         2.       The section  entitled  "L.e.i.  Footwear  (Division  of Steven
                  Madden, Ltd.)" shall be deleted in its entirety.

         3.       The  following  section  shall be  added  before  the  section
                  currently entitled Steven Madden, Ltd.:

                  Candie's Women's Wholesale Division
                  -----------------------------------

                  1)       Commission  on  net  sales  of the  Candie's  Women's
                           Wholesale Division ..............1%, and

                  2)       1% of earnings  before  interest  and taxes (EBIT) of
                           Candie's Women's Wholesale Division.
<PAGE>

                  3)       Biweekly Draw payable to T.J.M.  Sales Corporation in
                           the amount of $4,000.00 against commissions earned on
                           net  sales of  Candie's  Women's  Wholesale  Division
                           pursuant  to 3.1 and 3.2  above  and  A.M.  Inc.  (as
                           provided in the Original Agreement).  $104,000 yearly
                           draw to be with recourse and not guaranteed.

                  4)       Executive   shall  be  reimbursed  for  ordinary  and
                           necessary  expenses   associated  with  his  Candie's
                           duties in accordance with the Company's policies.

         4.       If the  Candie's  license  between  Steven  Madden,  Ltd.  and
                  Candie's Inc. is terminated and the Company ceases shipment of
                  product bearing the Candie's mark, this entire Amendment shall
                  become  null and void and have no force or effect  whatsoever,
                  but the  Original  Agreement  shall  remain in full  force and
                  effect for the remainder of its term.

         5.       Executive  shall be  entitled to receive  commissions  for net
                  sales  of  L.e.i.  product  to  JCPenney  accordance  with the
                  provisions of the Original  Agreement only for orders procured
                  by him  prior  to  October  1,  2003.  Executive  will  not be
                  entitled  to  commission  for net sales of L.e.i.  product  to
                  JCPenney for orders received after October 1, 2003, regardless
                  of shipment date.

         6.       In the event of a change of control of Steven Madden, Ltd. the
                  Company  covenants  that  the  terms  and  conditions  of this
                  Agreement,  as  amended,  will  be  honored  in  full  for the
                  duration of its term.

B.       As  hereinabove  modified,  all  of the  terms  and  provisions  of the
         Original Agreement shall remain in full force and effect.
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 as of the date first set forth above.


                                       Steven Madden, Ltd.

                                       By: /s/ JAMIESON KARSON
                                           -------------------------------------
                                           Jamieson Karson
                                           Chief Executive Officer


                                       Adesso-Madden, Inc.

                                       By: /s/ JAMIESON KARSON
                                           -------------------------------------
                                           Jamieson Karson
                                           Chief Executive Officer


                                       /s/ JOSEPH J. MASELLA
                                       -----------------------------------------
                                       Joseph J. Masella


                                       T.J.M. Sales Corporation

                                       By: /s/ JOSEPH J. MASELLA
                                           -------------------------------------
                                           Joseph J. Masella
                                           President