Exhibit 10.2

                              EMPLOYMENT AGREEMENT

This Employment  Agreement dated as of March 8, 2004 (the  "Agreement"),  by and
between  Steven  Madden,   Ltd.,   ("Executive")  a  Delaware  corporation  (the
"Company")  located at 52-16  Barnett  Avenue,  Long Island  City,  NY 11104 and
Andrew  Shames,  residing  at 202  Northwood  Court,  Jericho,  New  York  11753
("Executive").

                                   WITNESSETH:

Whereas, Executive and the Company desire to enter into this Agreement.

Now,  herefore,  in consideration  of the mutual covenants  contained herein the
parties hereby agree as follows:

Effective as of March 8, 2004, this Agreement is hereby as follows:

Section 1.  Duties: During the Term (as defined below), Executive shall serve as
President of the men's footwear business of the Company.  Executive acknowledges
that currently the Company operates two men's footwear  divisions,  Madden Men's
and  Union  Bay and  that  each  such  division  (or  any  other  subsequent  or
replacement men's divisions) may have its own president.  Executive shall report
directly to the Chairman of the men's footwear business of the Company.

Section 2.  Term of Employment:  (the "Term") The  Executive's employment  shall
commence March 8, 2004 and ending March 31, 2007.

Section 3.  COMPENSATION OF EMPLOYEE:

            3.1   Base Salary:  The  Corporation  shall pay to the  Executive an
annual base salary for his  services  hereunder  of One Hundred  Fifty  Thousand
Dollars ($150,000.00),  less such deductions as shall be required to be withheld
by  applicable  law and  regulations  and  such  base  salary  shall  be paid in
substantially  equal  installments on a basis consistent with the  Corporation's
payroll practices for employees in similar positions.

            3.2  Options and Shares:  Executive  shall  receive for each year of
the Term an annual  grant,  subject to  shareholder  approval,  of 25,000  stock
options with a grant date of March 31,2005, March 31,2006 and March 31,2007 with
an exercise  price  equal to market  value on the date of grant.  These  options
shall vest  quarterly  from the grant date and be fully  vested  over a one-year
period.  Notwithstanding  anything to the contrary  contained in this Agreement,
Executive shall be entitled to receive the last option grant (subject to
<PAGE>

shareholder  approval) if Executive is employed through the Term. In addition to
the above, in order to advise  Executive to execute this Agreement,  the company
agrees that,  subject to Executive's  continuous  employment by the Company from
the  commencement  date of this agreement  through the vesting date on March 31,
2007,  Executive  shall be  entitled to receive  One  hundred  thousand  dollars
($100,000) cash on March 31,2007.

Section 4.  Covenant Not to Compete: Executive recognizes that the service to be
performed  by him  hereunder  is 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  (without  good  cause)  or is
terminated  by the Company for cause prior to the  expiration  of the Term for a
period of 12 months following such termination, he shall not engage in or accept
employment with any business that competes in any manner with the company.

If Executive's employment with the Company is terminated prior to the expiration
of the Term,  Executive agrees to forfeit and surrender any unpaid  compensation
and all unvested outstanding options without further liability to the Company.


                                            ACCEPTED & AGREED BY:

                                            /s/ ANDREW SHAMES
                                            ------------------------------------
                                            ANDREW SHAMES


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


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